Due Diligence

by Grant Sutherland

  Now I step out past Becky and glance up and down the corridor undecided. Sir John will be in his office but it’s past three o’clock: his drinks cabinet, I am sure, is already open. Anecdotes about the Old Days do not appeal right now, so I turn and head the other way.

  Trust, that’s what I had with Daniel. A trust deep and familiar, its roots in our childhood, a thing unquestioned. At nine years old we cut our thumbs with my pocket knife and pressed the bleeding cuts together. Walking the corridor at Carlton Brothers thirty years later, I nod calmly to the young corporate bankers, while that boyhood memory pierces.

  Vance steps from his office in front of me, looking harassed. Immediately he pivots on his heel. ‘I need a word,’ he says, going back in.

  Curious, I follow him. Tony Mannetti, the head of Funds Management, stands by Vance’s desk; he looks grim. It seems I have walked into something.

  ‘There’s been a cock-up,’ Vance says.

  ‘There was no TV,’ Mannetti tells Vance, apparently restarting the conversation Vance walked out on. ‘No papers. Nothing.’

  ‘Must have been very pleasant for you.’

  Mannetti stabs a finger at Vance. ‘Get a fucking life.’

  Now I intervene. ‘Okay. What’s up?’

  There’s a knock at the door, Karen Haldane comes in.

  ‘Just in time for the good news,’ Vance says, turning to Mannetti again. ‘That parcel of Parnells that went through before the bid. Guess who bought them?’

  We all look at Mannetti now. He looks at the floor.

  ‘No,’ Karen says, appalled. ‘You fucking didn’t?’

  Mannetti’s head jerks up, he rounds on Vance. ‘This is bullshit.’

  Karen speaks over him. ‘You know the rules, Tony. You buy shares, you buy through us.’

  She is less than pleased. And so am I. If Mannetti has been insider trading he’ll have to resign or be sacked. Then I notice Vance slowly shaking his head.

  ‘Tony wasn’t buying for Tony,’ he explains, directing another withering glance at Mannetti. ‘He was buying for us.’

  Mannetti passes a hand across his forehead. Karen swears.

  ‘For Carltons?’ I say, the magnitude of it finally registering. ‘You bought for one of our funds?’

  Mannetti screws up his face. ‘Johnstone bought them for the Alpha Fund while I was on holiday last week. He got his wires crossed.’

  ‘He couldn’t have,’ Karen protests. ‘He couldn’t have got it past the systems.’

  Mannetti erupts. ‘He did, all right? We own a piece of Parnells, what the fuck you want me to do, pretend like it didn’t happen? Jesus Christ, I’ve got enough with fucking Johnstone, I don’t need you up my friggin’ ass.’

  I tell him, very firmly, to shut his mouth. He sways forward on the balls of his feet, the muscles of his neck bulging. Karen looks furious. Vance too. And well they might. Because Johnstone’s purchase of the Parnells shares has placed us in clear and serious breach of the Takeover Code: we are in serious trouble here.

  I ask Vance if he has told the Meyers yet. He says he hasn’t.

  ‘The Stock Exchange?’

  ‘Not yet.’

  Next I ask Karen if she has heard from the Stock Exchange’s surveillance team. She shakes her head curtly. Policing this kind of infraction is her responsibility, the cock-up makes her look bad. She calls Mannetti a name.

  ‘Karen.’ I raise a hand. ‘This isn’t the time.’

  She can barely restrain her anger, her hands are clenched into fists. Mannetti suggests that maybe we can unwind the deal. For a moment we all look at one another, four erring children wondering who will tell the teacher. At last I speak to Mannetti.

  ‘Pull those Parnells shares out of the fund and stick them in an empty account. Book them out at the purchase price, and don't let anyone else know. Do the paperwork yourself.’

  He nods unhappily, and when I jerk my head towards the door he goes. Then I face Karen.

  ‘I’m not even going to ask how this got past you, we'll sort that out later. You and Stephen are going to see the Meyers. Get your coat.’ She makes to speak, but I cut her off. ‘Now,’I say.

  Still furious, she retreats. The door slams. Vance drops into his chair, props his elbow on the desk and rests his head in his hands. Quietly he swears.

  ‘This isn’t good, Stephen. We look like half-wits.’ He massages his temples. I ask him who else knows.

  ‘Nobody. Mannetti came straight in. He’s only just found it. Unbelievable.’ He looks up. ‘How was McKinnon?’ he asks distractedly, and I tell him about the Crest shares. Vance nods, but we both know it will take more than McKinnon’s acquiescence to save the bid now. ‘David Meyer will go ballistic,’ he mutters. ‘What the hell did Johnstone think he was doing?’

  I offer to take Mannetti down to the Stock Exchange; our only hope is to throw ourselves on their mercy. Vance agrees. He suggests that I speak with Sir John before I go. ‘His cronies on the Panel might help,’ The Takeover Panel. Sir John has two friends on the executive, and one on the Panel itself.

  I clap my hands to my pockets and look around.

  ‘You didn’t bring anything in,’ Vance says; and then as I’m heading to the door he asks, ‘What the hell do I tell the Meyers?’

  This question rises from the midst of the whole sorry disaster and catches me raw. When Darren Lyle hears what has happened, he’ll laugh his fat head off. Brooding, I go out to fetch my coat.

  14

  * * *

  The Takeover Code is overseen by the Takeover Panel, a collection of worthies selected from the City’s self-appointed top drawer. The day-to-day running of its affairs is conducted by an executive of bureaucrats. Mannetti and I sit outside the closed doors of the Panel's Executive office. We’ve made our wretched pitch to them, thrown ourselves on their mercy, and now we await their verdict in silence. The minutes tick by.

  ‘Go on,’ I tell him. ‘I’ll see you back at the office.’

  ‘I can wait.’

  I turn my eyes towards the exit.

  ‘I think it went okay,’ he says.

  When I made no response he starts rehashing the whole stupid episode: who misunderstood what, and when; but I'm already thoroughly sick of it. I give him a warning glance, and his voice trails off.

  ‘As soon as you get back there, have Johnstone’s swipe-card number wiped off' the system.’

  ‘I already fired him.’

  ‘Good.’ I look at my watch. ‘If Vance is there, tell him I’ll be back within the hour.’

  Mannetti wants to say more, but he knows that this isn’t the time. He gets up and departs down the corridor, touching his hair into place as he goes. The golden boy at bay.

  I turn back to the closed door. I'm on the outside for once, the wrong side, not a very comfortable place. It feels a bit like the night of my seventeenth birthday, which I spent it in a police holding cell, waiting for my father to come and bale me out. Those hours haunted my nightmares for years. Seventeen and drunk and foolish, Daniel and I were relieving ourselves against a parked car when two policemen happened by. They were quite amused at first. But then Daniel started. I was still struggling with my flies as he gave them his opinion on harassment and his ‘Why weren’t they looking for real criminals anyway’ speech. He asked for their names, he said he was going to report them. When I tried to lead him away he clapped me on the shoulder. ‘Don’t you know,’ he asked the increasingly annoyed pair, ‘don’t you know who his father is? And his grandfather?’

  They didn’t, so he told them.

  Twenty minutes later we were enjoying the hospitality of the local police holding cells. For the next three hours, before my father arrived, I sat and listened to Daniel snoring: the lessons of life.

  Now the door opens. The Chief Officer of the Takeover Panel Executive beckons me in. The office is spartan, strictly functional, there isn’t even a picture on the wall: the unadorned workplace of the City referees. Earlier there were four of
them, but two must have retired to the adjoining office. The Chief Officer takes a seat by his younger deputy.

  The deputy reads aloud, from his notes, a summary of the situation as narrated by Mannetti and me. When the deputy finishes, the Chief Officer says, ‘Fair?’

  Yes, I tell him. To the best of my knowledge, that’s how it happened.

  ‘It’s a serious breach. You realize the Panel will have to be convened.’

  ‘It was an honest mistake.'

  ‘I don’t doubt it,’ he says in a tone that tells me he doubts it very much. ‘But I don’t feel that the gentlemen from Parnells or Sandersons will be inclined to let it pass. Do you?’ He opens a folder, and launches into an explanation of where things will go from here.

  The Takeover Panel and the Stock Exchange are at the top of the list of those to be informed, but right now I really don’t care. All I want is to get out of here, to speak with Vance and prepare for the onslaught that’s bound to come when Darren Lyle gets wind of this. The deputy appears to be enjoying my discomfiture. When the Chief Officer finishes, his deputy pushes a sheet of paper across the desk to me.

  ‘Just as a token of good faith before they convene. The Panel Chairman’s requested that you sign it.’

  Two paragraphs. A guarantee that Carlton Brothers will pay difference cheques to those Parnells shareholders who sold to our Alpha Fund, a total of half a million pounds perhaps. I sign. When I hand back the sheet, the deputy doesn’t bother to thank me.

  ‘You can go now,’ the Chief Officer says.

  And it’s there in his eyes too, the same thing I glimpsed in the eyes of his deputy How long has it been like this? And is it just me, or all of us out in the land of seven-figure bonuses?

  I offer my hand; he reaches over his desk without rising.

  ‘Goodbye,’ he says.

  His cool look was hardened, it’s quite obvious now: he doesn’t respect me. But only when I’ve left his office do I let the proper word form in my mind. It flares up, one more piece of unwanted knowledge. What those two men felt for me was contempt. Not just disrespect, not even envy, but contempt.

  Down on the pavement I stand disoriented a moment. I have spent the best part of my adult life trying to prove myself to be more than the sum of my inheritance. I have done the eighteen-hour days, and the countless nights in anonymous hotel rooms across the globe. I have neglected my wife and my family. I have — God help me - poured seventeen years of life away in the struggle. And now, what am I? A rich man? But I would have been rich if I’d done nothing but play polo for seventeen years. A happy man? Next question. A good banker? Yes, I would have said so, certainly better than the average. But what does that amount to? I'm successful in a game which brings more and more money and increasing disrespect. Contempt even. Is this what I wanted? Is this the way I meant my life to go?

  The river of pedestrians breaks and moves round me. Someone calls my name and I look up. My driver waves from the kerb, and I jostle numbly through the push of humanity to my car.

  15

  * * *

  ‘The arrangement’s still in place,’ Sir John says.

  Moving past him, I pull my dog-eared copy of the Takeover Code down from the shelf. Stephen Vance has just left us; his meeting with the Meyers was apparently a very sobering affair. If the Parnells bid fails, he thinks David Meyer might even try to sue us for professional negligence.

  ‘Are we expecting to need some help?’ Sir John enquires.

  ‘Let’s hope not.’ I mention the names of his cronies on the Takeover Panel and Executive. ‘I’d like them to know our side of the story before Lyle gets to them.’

  Sir John nods. This whole business is sliding into the great grey territory of City life, the place where he does his best work. Then he frowns, thinking, as I turn the pages of the Code.

  ‘Raef, I’m worried about Stephen. That Ryan fellow’s been in to speak with him three times already. People are saying some odd things.’

  ‘Let them.’

  Sir John grimaces, he thinks I’m being pig-headed. Annoying, but over the years I’ve learnt to pay his opinions some heed.

  ‘Inspector Ryan doesn’t know Vance,’ I said. ‘He’s got the wrong end of the stick. And Stephen’s got enough trouble with the Meyers right now without having us on his back.’

  ‘I thought I should mention it.’

  ‘So you’ve mentioned it. Thanks.’

  Karen Haldane knocks and puts her head in.

  ‘Oh, yes,’ Sir John says to me, snapping his fingers, ‘and Penfield called. Wants a chat when you’ve got a minute.’

  He goes out past Karen.

  ‘Penfield?’ she asks me, coming in.

  ‘Don’t worry. Nothing to do with Mannetti.’ I toss the Takeover code aside. ‘Or our Compliance Department. How were the Meyers?’

  ‘Thrilled.’

  I tell her Vance said she handled herself well at the meeting. She shrugs this off, determined to stand proof against flattery. She really doesn’t mesh with the normal give-and-take of the world: it’s not surprising she's so unpopular.

  ‘Becky copied some discs the other morning,’ she says. ‘For you.’

  ‘Ahha.’

  ‘You might have told me. I’m meant to book things in and out, remember. That’s my department. I’m responsible.’

  ‘I needed them, Karen. When I called through, you weren’t there.’

  She rests her hands on her hips. ‘Needed them for what?’

  ‘To check. Fair enough?’

  ‘I’d like them back.’

  ‘Not yet.’

  ‘Why?’

  She looks at me with real challenge now. It takes an effort, but I control myself.

  ‘Karen. I’m answerable to a few people, more than I’d like sometimes, but you’re not one of them.’ This rebuff, like the earlier compliment, makes no visible impression. There are times I regret ever hiring Karen Haldane. ‘Okay, I should have told you about the discs. It was an oversight.’ I push some papers around my desk. ‘If you want me to say sorry, Karen, okay, I’m sorry.’

  She makes a sound.

  ‘Christ.’ I gesture to the sofa by the wall. ‘Sit down and have a drink.’

  She glares a moment more, but then the anger gradually drains from her. Was that all she was after, my apology? The tension dissipates, we seem to be colleagues again. She goes and sits on the sofa, and I prop myself on the corner of the desk, facing her. This is one very strange lady.

  ‘I was worried,’ she says. ‘You know, Becky strolls in and gets copies of everything, nobody even questions her.’

  ‘She’s my secretary.’

  ‘That’s hardly the point, Raef.’

  Her gaze wanders off around the room. ‘When’s Daniel’s funeral?’ she asks.

  The question jolts me. I tell her that they haven’t released the body yet, but it might happen next week.’

  She nods, but she seems to have something else on her mind. She asks if the drink is still on offer, so I go and mix two gin and tonics. It occurs to me that she’s worrying about that Johnstone business, and I explain that Vance has gone to see Gary Leicester. Together they’re preparing a response for when the accusations start flying from the Parnells camp. We’ve decided on a full and frank confession, the same approach we took with the Takeover Executive. Vance believes we can ride out the storm.

  ‘Bully for us,’ she says, taking the drink. ‘Becky says the Inspector's been back to question Stephen.’

  I will have to speak with Becky later, she can be a little too forthcoming at times.

  ‘He came to see me again too,’ Karen says.

  ‘Busy man.’

  ‘He wanted to know what connection Daniel had with Compliance. I got the impression he’s trying to tie the murder in with Carltons.’

  ‘He’s just asking questions.’

  ‘He seemed to know a lot about it.’

  ‘Our Compliance Department?’

  ‘No. In general
. Treasury procedure. Chinese Walls, and all that.’

  Knowledge he no doubt picked up during his work on the Shobai suicide.

  ‘Basically he wanted to know if Daniel was on the fiddle,’ she says.

  When I laugh, she shoots me a sudden caustic look. ‘He wasn’t joking, Raef. He told me if I thought of anything I should let him know.’

  ‘Like what?’

  ‘Had Daniel ever tried to override the system, how much access he had to the other departments. You know.’

  I tell her not to worry, it’s probably just routine.

  ‘A couple of weeks ago Daniel asked me some pretty odd questions,’ she says.

  I give her a blank look.

  ‘About our systems,’ she goes on. ‘Where I thought we might have weaknesses.’

  ‘He designed them with you. Why ask?’

  ‘It was all pretty casual, he didn’t make a big thing of it. I don’t know, I’d forgotten about it till Ryan poked his nose in.’

  ‘You mentioned this to Ryan?’

  ‘No.’ She considers. ‘If Daniel thought someone else was on the fiddle, it makes sense. He would have asked me then, just to check. Maybe he was looking into some deal he didn’t like the look of. Maybe—’

  ‘Karen, get serious.’

  ‘If he asked me about it,’ she says, ‘he must have told you too.’

  She’s guessing here, but it’s a very good guess.

  ‘He mustn’t have thought it was that important,’ I tell her.

  She studies me a moment over her glass.

  ‘Were there any weaknesses?’ I ask. ‘In the system?’

  ‘People.’ She pulls a face. ‘Look at this thing with Becky. Waltzes in, Waltzes out, who knows?’ Her head lolls back against the cushions. ‘I gave the girls a blast. They’ll know better next time.’