by Wan, Helen
“I see.” He sighed a drawn-out, world-weary sigh that seemed to signal the end of our conversation. As I was turning to go, Professor Tanaka murmured, “Sometimes, Ingrid, in the grander scheme, it behooves us to do certain things not because we want to, but because we are among the very few who can.”
Rachel’s fervent wish—that I make partner on behalf of all the women lawyers who’d gotten mommy-tracked over the years—was Professor Tanaka’s grave disappointment that I was selling out. There really was no pleasing everybody. Maybe there was no pleasing anybody.
I looked at Rachel now, sitting across from me, trying to interest Isabel in her oatmeal and strawberries. Rachel, who professed to live vicariously through me, who claimed to be jealous of everything I was about to achieve at Parsons Valentine, the very things she had once dreamed of achieving herself, back when we were both bright-eyed, idealistic young law students. We’d been so brash, so full of ambition. We had not come to law school to get our MRS degrees. No, we were there to kick some ass.
Rachel and I had both grown up in that fortunate class of American women who had been taught that, at last, we could truly have It All. For years, a cheerful chorus of Ivy League professors had insistently painted us glowing pictures of our futures as one great big, fat, glistening, juicy oyster. But, one by one, as all the women I knew dropped out of their high-powered careers, or let their last few childbearing years slip away with resignation, or married men they didn’t love simply because they felt they were running out of time—I was realizing that we had not quite been told the truth. It wasn’t that we had been lied to, exactly. Rachel and I were extremely privileged women in many ways. We could definitely have A Lot. Many of us even managed to have Quite A Good Deal of It. But we were all finding out that, no, actually, regrettably, painfully, we had not quite figured out how to have It All. At least not All at the Same Time.
For the moment, at least, you still really did have to choose.
I thought about the handful of precious Saturdays I’d taken Metro-North up to Westchester to babysit at Rachel and Josh’s house. These were evenings I enjoyed, not just for the sheer pleasure of seeing those two beautiful, tousle-headed kids, but for the chance to get away from the hustle and relentlessly expectant pulse of Manhattan, the modern starkness of my immaculate, brand-new condo, to sit in somebody’s real live living room, with a deep, fluffy sectional couch and a wood-burning fireplace and stuff scattered everywhere and family pictures cluttering the mantel and actual sconces on the walls. This felt like a place where lives actually happened.
After I tucked Isabel and Jacob into their beds, I would creep quietly about the warm, comfortable family room, feeling a little like an intruder, carefully examining each framed photograph in turn—a laughing Rachel and Josh feeding each other pieces of wedding cake; Josh relaxing on a porch swing with Jacob sleeping on his chest; Isabel and Rachel hugging each other and beaming in front of a Cinderella castle—and I would wonder to myself about which one of us was luckier.
ELEVEN
I pulled the fresh pages off the printer and walked them back into my office, closing the door. I’d been working balls-out—so to speak—on the SunCorp acquisition, and everything was clicking. For weeks, I’d been practically living in the office, making sure we stuck to Lassiter’s accelerated timetable. Now we were ready to send a last round of the term sheet and pre-close documents over to Binney’s lawyers at Stratton and Thornwell—right on schedule. I just needed Adler’s final okay and then I’d pitch them over to the other side. Next week, Ted Lassiter would be coming into the office, and Adler and I would walk him through the pre-close documents in person.
I glanced at my phone display. 5:09 P.M.
I’d been up for thirty-four hours straight. My silk tank was clammy and stuck to my back. I was sure I must stink, but I felt terrific. There was nothing like getting a document out to the other side late on a Friday afternoon. This bought me a free weekend and a blessedly quiet week ahead, although it ruined the same weekend and upcoming week for our counterpart lawyers at the opposing firm.
I felt kind of sorry for the unsuspecting sap over at Stratton and Thornwell who was no doubt getting ready to call it a week. I imagined him lazily surfing the Internet in these golden late Friday afternoon hours, on his cell phone to a wife or girlfriend, negotiating where to have dinner and what movie to see. I knew exactly what would happen tonight and how it would all go down—the phone on his desk ringing just as he was walking out the door, the guy glancing at his caller ID, seeing the partner’s name flash across the screen, his heart sinking, his weekend dreams dashed, the wife or girlfriend throwing a fit. Fuuuuck.
“Just got the revised draft in from Parsons Valentine. Would you stop by my office, please? I’d be very grateful if you could review it over the weekend and get your preliminary markup to me by Monday.”
It was vaguely ridiculous, this I’d be very grateful aspect of the partner-associate relationship. I always preferred it when people spoke their subtext. And the law firm subtext for I’d be very grateful was You will lose your job unless.
The cruel beauty of this system was that the other guy’s loss was my gain. Now I actually had a whole weekend off, to do with what I pleased. Even better, Murph and I were planning to spend the entire weekend together. I didn’t really think of Murph as my boyfriend yet, but I certainly did think of him. All the time.
I picked up the phone and dialed Justin Keating’s extension. I needed him to stick around until Marty Adler had had a chance to approve the pre-close documents and help me send the distribution to the client and the lawyers on the other side.
Justin picked up the phone at the end of the fifth ring. No, please, don’t trouble yourself, Justin, no need to rush.
“Yeah?”
“Justin, can you come to my office, please?”
He sighed. “Yeah.” And hung up.
In another minute he was standing just outside my door.
I cleared my throat. “Okay, listen,” I said briskly. “I’m going to head up to Adler’s office and make sure he signs off on this. Then I’m going to need you to help me proofread the revised docs one last time and send them to the other side.”
“Um, it’s Friday night. Isn’t that, like, what a secretary’s for?”
“Um,” I said, “it’s actually, like, your job to assist me on any aspect of this deal that might require your help.”
Justin’s lips parted in a small O of surprise. He looked at me for a long moment. Then he rolled his eyes. “Fine. You know where to find me.” He slouched off down the hall.
My phone rang. It was Adler.
I grabbed up the receiver before the first ring had finished. “Hi, Marty.”
“Ingrid!” said Adler. He chuckled. “Should have known I’d find you on the first ring. Hard at work, as always.”
Good of you to notice.
“Were you still going to show me the SunCorp docs tonight? I thought I’d call to check, since I’ll be heading out pretty soon. My wife and I have opera tickets.”
Of course you do.
“Yes, actually, I was just on my way up when you called. I’ll be there in a second. If you could take a look and make sure all looks good to you, then Justin and I will be sure to get this out to Stratton tonight.”
Marty Adler paused.
“Justin? You mean the Keating kid?” he said. “Don’t tell me you asked him to stay late on a Friday just to send out some FedEx for you.”
I frowned at the receiver. “Well, yes, Marty, actually I did ask him to help proof the documents with me before they go out,” I said slowly. “Didn’t you tell me to show him the ropes?”
“Hell, I meant be nice to the kid, not make him work all hours of the night. Couldn’t you have gotten some random floater secretary or paralegal instead? Give Justin a break?”
I took a deep, calming breath. Marty Adler was getting on my last nerve. It was lovely that he was so concerned about ruining Justin Keating’s weekend when I
was the one who’d been up for thirty-four hours straight, who’d been working late nights all week and all day Sundays and ordering greasy takeout at 3:00 A.M. to sit here in my office, exhausted and haggard and bleary-eyed, to review draft after draft marked up with endless comments and questions from seller’s counsel at Stratton, and Mark Traynor at SunCorp, and even Ted Lassiter himself. I was the one single-handedly bringing this deal in for an on-time close. Not Marty Adler, and certainly not Justin.
I couldn’t help thinking about the countless times, as a junior associate, that I’d been forced to wait around til midnight or one on a random weeknight only to have the partner or senior associate call—as an afterthought—from home to say, “Sorry, I thought someone else had already let you know. You can go home. We won’t be sending anything out tonight after all.” So many weekend mornings, I’d been called in at 8:00 A.M. just to fetch things or correct typos for the clients and senior partners—Casual Saturday, went the office joke—and I’d never heard anyone complain on my behalf.
“Marty,” I said evenly, “just so you know, I never ask anyone to come in or work overtime if I don’t really need their help. Since this draft’s gone through so many revisions, I thought I could use the extra pair of eyes before it went out. I’m not sure you realize, but I’ve been here since eight in the morning—”
“Well—”
“Yesterday morning,” I said.
This shut Adler up for a moment. “I see.” Then he said, “Look, Ingrid, I know you’ve been working flat out on this SunCorp deal. And your efforts certainly aren’t going unnoticed. My point is, let’s not make a habit of these late nights for Justin Keating. It would be best for all concerned not to let him start hating his job quite so soon.”
“Of course.”
“Thanks. I knew you’d understand. See you up here in a minute.”
I put the phone down harder than I’d meant to. I opened up my wardrobe to the side with the mirror and peered into it. I looked like a woman unhinged. I reached up and shook my hair out from the messy ponytail it had been in since about ten o’clock last night. The elastic left a funny indentation so that, now loose over my shoulders, my hair bore an odd and unintentionally angular shape, sticking up on one side. Not a flattering look. I thought about putting my hair back in a ponytail, but that made me look about twelve, so I just left it loose and tried to smooth down the flyaway ends with my hands.
I sighed. I looked exhausted. I was exhausted. My complexion was sallow and washed out, and my mascara—last applied at home the morning of the previous day—had created a lovely raccoon effect that would not budge. I hadn’t even had time to go shower in the fortieth-floor R&R suite, and besides, I didn’t have a fresh change of clothes. Well, it couldn’t be helped. I’d promised Marty Adler that I would bring this deal in for an on-time close, and that was exactly what I was going to do.
I did what I could, reapplying lipstick, retucking my crumpled tank as neatly as possible into my pencil skirt, trying to smooth out the wrinkles bunched across my lap, and slipping on the black silk suit jacket I’d abandoned the night before when I’d gotten down to work.
I gathered up my copy of the revised term sheet and took the elevators up to the thirty-seventh floor.
Adler stood from behind his massive desk and looked me over a beat longer than usual. I knew he was taking in my disheveled appearance. I felt self-conscious—but also annoyed. I’ve been up for thirty-four hours straight. What do you want from me?
He gestured with his glasses toward his teak conference table.
We sat down, and I handed the redlined term sheet to him. He pulled a silver fountain pen from his shirt pocket, uncapped it, and began to review the document. His lips moved as he read. I’d never noticed this before, and felt slightly embarrassed for him. I never knew where to look when people were evaluating your work right in front of you. It seemed rude, somehow, to watch them read. I looked discreetly out the window. Outside the sky was turning pink and purple over the spires of Manhattan.
When I looked back at Adler, he was underlining things and scribbling little notes in the margin. That he had notes to scribble at all made me nervous. I hoped I hadn’t missed anything. I’d been very careful.
He took off his reading glasses and handed the draft back to me. “Looks good, Ingrid. I just marked a couple of tiny nits.”
I had always hated this word “nits.” In my public elementary school, I had found it extremely undignified to be subjected to our mandatory annual screening for head lice, which took place in our school cafeteria, with brown paper carefully laid out over the linoleum floor. “Nits” was what the school nurse had called them, as she took a barber’s comb over each of our bowed heads, searching for signs of chaos or incompetence at home. I’d had a distaste for the word ever since.
Marty Adler stood, signaling that we were through. I cleared my throat.
“Actually, Marty, I just wanted to run a couple of things by you.”
He looked over at me. “Shoot.”
“As I mentioned the other day, Stratton’s last markup focused heavily on the seller’s reps and MAC clause, and I have a feeling those are still going to be big sticking points when they see this draft.”
“What are they trying to take out?”
“It’s not what they’re trying to take out; it’s what they’re trying to get in. They want all kinds of new contingencies that shift the burden of risk to SunCorp if anything happens between now and closing.”
“What kind of contingencies?” Adler folded one arm across his chest and held the stem of his reading glasses to his lips.
“Well, they’ve been very insistent that they’re not responsible for any changes in general market conditions occurring before closing. More insistent than we usually see.”
Adler nodded. “That doesn’t surprise me, though. Ever since the credit mess, seller’s counsel would be idiots not to try to carve out general market conditions.”
“Fair enough, but they also want to carve out changes in law, and shift that risk over to the buyer, too. Who knows what Congress might do between now and then.”
Adler looked at me. He was smiling as if I had just fetched him the paper. “Very interesting, Ingrid. Let’s try to stick to our guns on that. But I’m not that concerned. We agreed on exclusive jurisdiction in Delaware, didn’t we?”
“We did,” I replied.
“Well, no buyer has ever—”
“No buyer has ever successfully invoked a MAC clause in Delaware court, I know. But there was that recent Gilder decision in Delaware Chancery Court that seems to say that might not hold forever. We could have a fighting chance with a MAC clause, as long as it’s drafted properly in the first place,” I finished.
Adler was still smiling. And he was sizing me up. “I admire your spirit, Ingrid. I knew I’d put the right associate on this deal. But can I give you a little piece of advice?”
“Please.”
He leaned forward. So did I.
“Don’t take it all so fucking seriously.”
What?
I couldn’t have been more surprised if he’d actually reached over and slapped me. I felt both confused and humiliated. Here I was, killing myself to bring his deal to announcement stage on his crazy breakneck schedule, and Adler—Mr. 110%—was telling me not to take it all so fucking seriously?
He grinned. “Listen. If you really think there’s anything to Gilder, I’d suggest you ask Jack Hanover to weigh in. He’s the expert. Show him the term sheet so he gets the context. But just between you and me, I wouldn’t lose much more sleep over how many commas are in the MAC clause. Let’s close this thing.” He glanced at his watch. “Now if you’ll excuse me. Those opera tickets.”
I wondered if Ted Lassiter would appreciate how cavalier Marty Adler was being with SunCorp’s billion bucks.
“It just seems like Binney’s being kind of cagey here about something,” I tried again. “They’ve also asked to take up the breakup fee
by another percent. It just strikes me as a little odd.” The breakup fee is the amount one party has to pay the other if it backs out of the deal before closing.
This made Adler pause. “Seems kind of late in the game for them to be screwing around with the breakup fee.”
I nodded. “That’s what I thought, too.”
Adler tapped his glasses against his chin, then stood back up again. “These are all excellent points, Ingrid. Check with Jack offline about the Gilder implications, but you can send the document out tonight. Let’s stick to our guns, and see what Stratton comes back with. And be sure to take Lassiter through all of this point by point at our pre-close meeting next Thursday.”
“Got it.” I unfolded myself from his wingback chair and stood.
“By the way,” Adler said, striding back to his desk. “No one knows better than I do how hard you’ve been working on this deal. And we do value your truly excellent work and dedication.”
“Thanks, Marty.”
Here was the thing about law firm partners. They knew exactly how to dole out enough praise at exactly the right moment to make an associate feel just appreciated enough to stay. We weren’t colleagues; we were more like pets.
As soon as I got back downstairs to my office, I flipped through my draft to see what recommendations Marty Adler had for me. But he had barely made any comments at all. He had changed two of my commas to semicolons and capitalized a defined term. Where I’d defined the formula for “net profits,” Marty had crossed out “profits” and written in his reckless, expansive scrawl, “earnings.”
I sighed and tossed the draft onto my desk. I was suddenly reminded of an evening years ago, when I was still a summer associate, and Tyler and I had been sent to the printers late one night. As we waited in a plush room for the next round of offering memoranda to come off the presses, Tyler and I watched Letterman on the jumbo flat-screen TV and feasted on shrimp cocktail, stone crab claws, and buffalo wings. These were the perks provided by our corporate printers to make our interminable nights of waiting a little easier to bear. Tyler and I were sitting next to two second-year gunners from Cravath, heads bent over a draft offering circular. Suddenly, one of them jumped up and slapped his colleague on the arm. “Hey! This comma right here. Shouldn’t it be a semicolon?” “You’re right! Great catch!” The two of them exchanged excited high fives before bending over the document again. Tyler looked at me with wide eyes and we busted up, laughing silently. For weeks afterward, all I had to do was mouth Great catch to Tyler across a conference room or cocktail reception, and we’d both crack up.