Due Diligence

by Grant Sutherland

‘We’d like to clarify the detail.’

  ‘The Meyer Group wants Parnells,’ Vance says evenly. ‘How much more detail do you need?’

  Quin’s face remains a mask. Lyle, however, turns his head, one of those more-in-sorrow-than-in-anger gestures. He couldn’t look more insincere if he tried. He asks why Reuben Myer wasn't at the Takeover Panel hearing this morning.

  Vance says, ‘You lost, Darren. Take it like a man.’

  Lyle grins straight back. ‘I bet David Meyer really rubbed your nose in it.’

  I flip my folder shut. I tell Lyle he’s wasting our time.

  His answer is to turn to Cawley, the youngest of our team. ‘Be a good lad, go fetch the biscuits.’

  Cawley reddens, he doesn't quite know how to take it. This is just Darren Lyle's style. He is often spoken of admiringly as ruthless, but there remains a staunch and significant minority view: scum floats.

  To save Cawleys from embarrassment now, I make a joke of it. I pick up a pad and move behind both teams like a waiter, taking orders. Forget the Law of the Jungle, this is the City, and what generally prevails here is the Law of the Nursery. Lyle catches my eye as I go to the door, it seems he wants a private word. When I nod, he follows me out.

  It’s not the done thing for a banker to wander around a competitor’s offices alone, so Lyle, plastic security pass clipped to his lapel, stays close. We skirt Corporate Finance where a few of those not working on the Parnells bid are huddled together comparing spreadsheets. They watch us out of sight. In the kitchenette, Lyle perches himself on a stool. I open a cupboard, fossicking for mugs and a tray.

  ‘Not as easy as you thought,’ he says.

  It takes a moment before I realize he means the bid. I really have been on the sidelines too long. ‘Darren, you haven’t got a hope in hell of saving them.’ I set a tray on the bench and count the mugs. Two short. I open another cupboard.

  ‘How’s David Meyer?’

  ‘Honestly?’

  ‘Yeah.’ He smiles with malicious pleasure. ‘Honestly.’

  I find the two last cups and place them on the tray. ‘Always pleased with our work.’

  He laughs. ‘David Meyer is a wanker.’

  Spooning coffee into the filter now, I am only half-listening to his opinions on David Meyer. In the space of the five years since he left us, Lyle has elevated himself from the ranks of the lowly MBAs to the Managing Director’s chair at Sandersons: quite an achievement.

  But those at Sandersons who once thought they were his friends now find they were merely temporary allies in the onward march of his career. This isn’t just standard office politics either. Lyle leapfrogged two senior colleagues in spectacular fashion to take the Managing Directorship there. A deal with one of their biggest clients had gone badly wrong, the Serious Fraud Office was called in to investigate, and Lyle’s two colleagues resigned in disgrace. Nobody listened, at the time, to their protestations of innocence. Since then the case has been dropped, and Sandersons are said to have paid the disgraced pair substantial severance cheques. For a while there were rumours of unrest at Sandersons, but Lyle seems to have ridden out the storm. To the victor the spoils of an unscrupulous war.

  Lyle concludes a vaguely slanderous story about David Meyer. ‘Anyway, he’s your problem.’

  ‘He’s my client,’ I correct him.

  ‘Same difference.’

  ‘No, he’s my client.’ I turn and point. ‘But he’s still your problem, Darren, or you wouldn’t be here.’

  One of the secretaries looks in. Lyle reaches over and shoves the door closed in her face.

  ‘What do you want, Darren?’

  ‘What’s on offer?’

  ‘If you don’t stop buggering us around, what’s on offer is a sudden close to this meeting.’ I fill the sugarbowl and get the cream from the fridge.

  He says, ‘Which one of you two pricks pointed the police in my direction?’

  Fortunately I have my back to him. I pause. Then I nudge the fridge door shut. Cup with saucer, bowl with jug; I concentrate very hard on the layout of the tray.

  ‘It must have been you or Vance,’ he says.

  ‘Me or Vance what?’ I ask turning.

  ‘One of you told the Inspector on Daniel's murder to come and see me.’

  ‘Bullshit.’

  ‘So, it was Vance?’

  ‘It wasn’t anybody.’

  ‘Yeah? Then how come this Inspector knew about that run-in I had with Daniel on the Langford bid. That was what, six years ago?’

  It was. And as far as I know, Vance and I were the only ones who saw the bitter acrimony that developed between Lyle and Daniel during the bid. Langford was a small insurance and investment house that often dealt through Carltons; but when we were employed by one of the big general insurers to help launch a takeover for Langford, the people at Langford decided not to put any more business our way. Understandable. But with this connection severed, we felt under no obligation to keep up the usual Chinese Wall between our Corporate Finance Department and Treasury. Vance brought Daniel in to help us win the bid, and he proved invaluable. He knew many of the Langford managers, and even two of the board: they were all people he’d dealt with over the years. Vance spent hours with him, sessions that Daniel later told me felt like military debriefings: how did Daniel think Langford would react if we did such-and-such? Who were the main forces on the board? Were there any whispers in the market about them?

  And Darren Lyle hated it. He was, and is, one of those corporate bankers who has a keen sense of his own superiority to any other forms of City life. And to find Vance turning to Daniel for advice — Daniel, who Lyle looked upon as a creature from the stinking swamp of Treasury — it hit Lyle where it hurt, in his pride.

  Daniel took the brunt of Lyle’s insults for weeks, then finally cracked. It happened in Vance’s office: Vance had called Lyle, Daniel and me in for a meeting; we were in the last stages of the bid, a tense time. Lyle dropped one snide remark too many — a comparison, if I remember rightly, between the intelligence of the average dealer and the average mollusc — and Daniel suddenly flew off the handle. He snapped back at Lyle: Lyle replied in kind. In an instant he and Lyle were shouting at each other, trading venomous insults, while Vance and I looked on amazed. Eventually Vance intervened, laying down the law to them, and there the meeting ended. But both, in Vance’s estimation, had slipped badly. Looking back, the incident was a prelude to the affair which. brought on Lyle’s resignation.

  Lyle and Daniel, like Lyle and me, had a history.

  ‘This Inspector’s making out as if Daniel being dead helps Parnells. As if it’s some great plus for me.’ Darren’s bulldog features crease, and he studies me. ‘I got the feeling someone put that idea in his head.’

  ‘You’re mistaken.’

  ‘I don’t think so.’

  ‘Darren, they're investigating a murder. Apparently they’ve heard you and Daniel didn’t see eye to eye. You’re running the Parnells defence. We’re working to crack it open.'

  ‘So I had your Treasurer killed. That's the big theory?’ He swears.

  I turn back to the tray. If Vance suspects Darren is the murderer, why hasn’t he said one word about it to me? And if he doesn’t suspect Darren, if all he’s trying to do is cause Sandersons some problems, then he’s overstepped the mark. Vance and I have to talk. Now Darren asks me who Daniel’s replacement is.

  ‘Why?’ I face him again. ‘Someone at Sandersons looking for a job?’

  ‘You come sniffing around us and it’ll end up in court. Poach just one of my staff...’ He raises a finger in warning.

  Stepping past him, I slide the door open.

  ‘Do me a favour, Darren.’ He gives me a dark look, and I point to the bench. ‘Bring the biscuits.’

  The meeting reconvenes and immediately Jeremy Quin makes his pitch: the Meyers can have two seats on the Parnells board if they agree to stop buying.

  ‘Two?’ Vance says.

  'Two,’ Qu
in repeats.

  Vance, very deliberately, makes a note of the offer. Everyone is quiet now: Sandersons’ team watch Vance, while along our side of the table all eyes are on Quin. Grandmaster chess with a billion-pound prize.

  ‘If we could have some indication of how the Meyer Group might respond,’ Quin says, ‘that would be helpful.’ Vance remains silent. ‘Do you see this as something you can recommend?’

  ‘Frankly?’ Vance laid down his pen. ‘No.’

  Quin nods, unfazed. Like Vance, a past master at this game. Now he suggests Vance might have a different number of Parnell board seats in mind. ‘A number you'd feel comfortable recommending to the Meyers,’ he says.

  Vance inclines his head. ‘Twelve.’

  Darren swears beneath his breath. Quin raises his eyebrows. There are only twelve seats in total on the current Parnells board.

  ‘Are you suggesting we double the board?’ Quin asks.

  Vance, smiling, says that’s not at all what he had in mind.

  Lyle is glowering now, one hand a white- knuckled fist on the table. The others in the Sandersons team look equally unsettled: apparently they’d had some real hope for this gambit. Quin’s expression, however reveals nothing. Vance offers an olive branch.

  ‘Let’s not close the door shall we? Two seats. We’ll pass the offer on to the Meyers.’ He makes another note, then lifts his eyes. ‘Negotiable?’

  Quin exchanges a glance with Lyle, who hesitates before nodding. Then Quin pulls some papers from his folder. ‘And we have several queries about your valuations.’ He invites one of his team, an analyst way down the table, to put Sandersons’ case. The young man does so for the next ten minutes, but this is just smoke, Quin knows we won’t be adjusting our valuations of the Parnells assets now; and certainly not downward. When Cawley begins a brief reply from our team Lyle slaps his hand down on the table.

  ‘That’s everything, then.’

  Cawley bridles, but I nudge his leg beneath the table and he holds his tongue. Vance reaches across to shake Jeremy Quin’s hand.

  Then I make the mistake of reaching to offer Lyle my hand. He looks from my hand up to me, and then he stands and walks out. Jeremy Quin releases Vance’s hand and takes mine. He has the good grace to look apologetic. ‘You’ll forgive me,’ he says smiling, ‘if I don’t wish you luck.’

  Vance comes with me to my office for a quick post-mortem on the meeting. We agree that the Meyers’ increased offer has caught Parnells flat-footed, that Quin’s main purpose was to draw us out: they want to know if the Meyers will fight this one right to the bell. ‘And I think Darren wanted that private word with me,’ I say, toying with my desk-calendar. ‘Stephen, do you think you have some idea why Daniel was murdered?’ Or who killed him?’

  ‘What?’

  ‘Lyle's’s been questioned by Ryan.’

  Vance absorbs this news. ‘And?’

  ‘And he thinks it was you who pointed Ryan at him. He seemed pretty particular about it.’

  Vance asks what I mean. I tell him about the Langford deal, that Ryan has somehow heard of it.

  ‘Ryan wanted to know if I was the only one who didn’t get along with Daniel,' Vance says. 'Darren came to mind.’

  ‘Why? You think he’s been nursing a grudge for five years?’

  Vance drops his eyes to his notes. ‘Frankly, Raef, if Lyle's got Ryan breathing over his shoulder, that’s Sandersons’ problem, not ours.’

  I take a moment with that. Then I ask Vance why he didn’t tell me this before.

  Embarrassed, he begins to explain that it didn’t seem appropriate to speculate. ‘Daniel’s death.’ His voice trails off. ‘It wasn’t the time.’

  By which he means, I suppose, that he wasn't sure that I was strong enough to listen. And perhaps he was right. He says he’s going down to see our broker, and asks if I’m coming. I shake my head, and gesture vaguely around my desk: work to do.

  7

  * * *

  Alone now, I return my attention to December’s deals in the Franc. December. Within minutes I’m staring blankly at a screen full of numbers. Last December was the worst month of my life. Annie was in hospital. At home, Theresa and I had settled into a bitter trench warfare: long silences, punctuated by accusations and allegations intended to wound. Most, I admit, came from me. Most, but not all, and it’s these other ones that have plagued me for almost three months. The coda to nearly every one of them was the same: ‘Raef, you just weren’t there.’ Sometimes delivered sadly, and sometimes with spite, but always the same: ‘You weren’t there.’And here’s the hard part: after nearly three months of reflection, three months spent turning over and inspecting the years of my marriage, three months of broken sleep and bad dreams, I’ve come to the conclusion that the accusation is just, she is right: for the greater part of my marriage I really was, as Theresa claims, not there.

  Now I scroll through the Shobai deals, the wasteland of numbers. December. Never again another month like December.

  I’ve rehearsed my excuses. That holiday to the States we'd planned, how could I let that interfere with the ICI rights issues? And her sister’s wedding, it overlapped with a big telecoms demerger, what was I meant to do? Another time we were down with her parents, a rare family gathering, when Vance called me back to the office. And other times; too, too many others. Building the bank, I told her. Each incident nothing, but taken together and catalogued, they paint a picture I’m almost too ashamed to see. What in the world did I think I was doing? Building the bank with bricks stolen from my marriage? Never a selfish man in theory: only in practice.

  There’s a knock at the door. Henry puts his head in.

  ‘Got hold of Sandersons’ Chief Dealer,’ he says. ‘You were right, it wasn’t just limit problems. He had orders to pull the plug on us.’

  ‘Orders from whom?’

  ‘From the top. Darren Lyle.’

  I nod, thanking him, and Henry disappears. What the hell is Lyle up to? For the time being I put it out of my mind. Thoughts of Theresa return, but these too I put aside. Just one last time, I promise myself: the weak man’s lament and ever-hopeful refuge. Then I apply myself with new vigour to the deals of December. I put the professional before the personal. One last time.

  8

  * * *

  In the afternoon, Allen Fenwick calls. He’s a journalist on the FT, one of the few in his profession I ever speak to. A minute’s polite chat, then he gets down to the real purpose of the call.

  ‘How much of Parnells have you got?’

  When I tell him, he suggests that the final bid of 180 won’t be enough.

  ‘Who’s running the bid, us or you?’

  ‘Okay, okay. I’m doing an interview with Bainbridge later, I thought you might do one too. Any chance?’

  I rarely give interviews, and right now Gary Leicester would be apoplectic if I didn’t consult with him first. A word in the wrong place and I could inadvertently move the balance of the bid against us. Apart from this, there’s Daniel: Fenwick would be bound to ask about the murder.

  ‘Maybe next time.’

  He groans.

  Haywood’s file on Bainbridge is lying on my desk, I reach over and flip it open. ‘But you might want to ask Bainbridge about some old deals of his. Grab a pen.’ Then I give him the three deals that show off the deplorable Bainbridge technique to best effect. Fenwick will check these deals with other sources, but at least I've pointed him in the right direction.

  ‘Now, bollocks aside,’ he says. ‘Will the Meyers get Parnells, yes or no?’

  ‘Yes.’

  ‘I just spoke with Quin. He says no.’

  ‘Ask a stupid question, Allen.’

  He laughs. ‘We’re getting buried in Sandersons press releases round here.’

  Not surprising. If Leicester’s doing his job, the FT is being bombarded with our press releases too. I’m about to hang up when Fenwick asks, ‘Any comment on this insider trading allegation?’

  Caught b
y this, I give a grunt of surprise. Then he reads aloud to me a part of Sandersons latest press release: it details the Johnstone cock-up, the slant being that it wasn’t as innocent as we made out; it implies that the Takeover Panel got it wrong, and that we shouldn’t have been allowed to proceed with the bid. Johnstone isn’t mentioned, but my name crops up twice. Fenwick finishes and waits for my comment.

  Guarded now, I tell him that he' will have to speak with Leicester and Partners.

  ‘Raef, if I don’t pick this up someone else around here will, believe me.’

  ‘Off the record, Allen?’

  ‘If that’s the best you can do.’

  It is. I take a deep breath and give him the story, the whole cock-up from beginning to end. ‘That insider trading rubbish is just Sandersons’ spin,’ I conclude. ‘I advise you not to print it.’

  ‘Advice noted.’ Not much, but with Allen the best I’ll get. ‘One more question,’ he says.

  ‘Make it quick.’

  ‘We had the police around here, picking up clippings on your Treasurer, the one who was shot. There’s a rumour they’re chasing a financial angle on the murder. That make sense?’

  ‘I’m not the police.’

  ‘Rumour has it it’s connected with that Shobai thing a while back. The suicide. What do you think?'

  ‘I think you’re fishing.’

  He laughs. I say goodbye and hang up.

  Immediately I call Gary Leicester and fill him on the line Sandersons are pushing about insider trading and me. When I tell him I’ve already spoken with Allen Fenwick, he moans. To pacify him, I agree not to take any more calls from journalists.

  Karen Haldane comes through on the intercom: she’ll be free in ten minutes.

  With ten minutes to kill, I take Daniel’s key from my drawer and go along to his office. Since last week no-one has been in here but the police, and Karen. A sweet acrid smell hangs in the air. In the bin by his desk there’s a pile of screwed up paper, two brown apple cores, and an empty packet of Alka Seltzer. From this office there’s no view of the river; not that Daniel cared, he usually spent most of his working day in the Dealing Room. After opening the blinds, I go and thumb through the folders on his desk. Inspector Ryan and his team did a search last Friday: they said they found nothing of interest, but Ryan asked me to keep the door locked anyway. Now I sink into Daniel’s chair. Empty: that’s how it feels in here. I’ve hardly set foot in the place since November, but nothing has changed except for this: it feels empty. Daniel won’t come walking through the door, waving his arms and explaining his great new idea for Treasury. There’ll be no more late-night sessions together, plotting the future of the bank. All that is over now.