I said nothing.
Anxiety began to leach into her expression, like she was beginning to sense that something was badly wrong. “It’ll get us out of this place for a while.” She was still trying to sound upbeat. “Exotic location, expenses paid, first class all the way. You, me.” She had a vision, I could see it in her wide eyes: her and me strolling down Marine Drive, the people, the smells, the sun setting over the Arabian Sea. Big bedroom, mosquito nets furling in the breeze, giant vats of mango juice, full of ice cubes, clinking like Tibetan bells. The two of us naked on the big, big bed. She wouldn’t know Marine Drive or what the rest of Bombay looked like, but she’d have the vision all the same; it would excite her. In another life I would have been with her all the way, but in this one, I couldn’t join her. She needed to know.
“My father died in Bombay.”
Carol let her hand fall from my face.
“No,” she whispered.
I could see the mortuary slab, my father on it. In an ice-cold crypt, a big, dirty refrigerator of a place. My father, held in the suspended moment of his dying. I remembered myself saying: Not my dad, this is not my dad. My dad wouldn’t let the vultures eat away half of his face. My dad’s left eye didn’t usually hang out of its socket, semi-chewed like a discarded pickled onion. My dad’s body is muscular, tanned, not like this scrawny chunk of meat that looked like it had been through a threshing machine. My dad wouldn’t have fallen so far, so quickly.
“I’m sorry. I didn’t know.”
Of course she didn’t. I’d never told her and people didn’t tend to regale clients with details of my father’s last journey. “It’s okay, it’s not your fault.” I stroked her hand, proof that I meant it.
“Your father was a lawyer?”
I realized I hadn’t even told her that much.
“He was a senior partner of Clay & Westminster,” I said.
“The boss.”
“Not quite, he was on the way there. It was really either him or Charles Mendip. But they were good friends, going way back to university. If there was rivalry, it didn’t show. They shared a vision of where the firm was headed.”
In hindsight I could see that my father, Dad as he then was, didn’t have so much a vision as an assumption about my own future: join the firm, climb the ladder. Not much pressure exerted on me, though; there was no need, I just toddled along behind, happy to hang on to his well-tailored shirttails. Ambition had never been one of my foremost attributes. University, good degree, law school, sure, but locked squarely, almost unquestionably, in the slipstream of Dad’s simple assumption. We never really talked about it—that’s how assumptions were supposed to be: assumed.
And then the Fall began, the descent. “He inherited something from another partner who’d died. Not money or a gold watch, mind. A file, a deal, a client.” The legendary half-eaten file, the legacy of a half-finished meal. He should have known better. After all, he had counseled me enough times on this score.
“He spent a lot of time in the Gulf: Oman, Jordan, Bahrain, places like that. Then India.” From time to time he’d return to our neat house in Hampton Court, where he’d brood, as if our home was a transit lounge and he had to fill in the time between flights. And drink. He’d never drunk much before, the odd glass of claret, but somewhere in his travels he’d found the taste for it. My mother watched; she just stayed in the background, silent. Maybe she was praying a silent prayer. It didn’t work.
“He told me he’d made a miscalculation.”
A miscalculation. For a lawyer, that usually meant undercharging a client, finding ten hours of billable work after the invoice had been sent. But that was the word he used,miscalculation. Euphemistic to the end.
“I couldn’t figure out precisely what kind of miscalculation. He had been back in the UK for only a few hours and was drunk. He was incoherent. He seemed to be in despair.”
Gold, he’d said. Havala—the middle-men traders, Non-Resident Indians. Bombay breakfast of scam and eggs. It didn’t mean anything to me then, except the gold, of course. I knew what gold was. He spat out the name of the client, like it was a swear word. The name hit me, carried in a spray of scotch. He’d cursed himself: How had he let himself be drawn in, be compromised? He asked me to take an oath. The melodrama, the drunken melodrama of it. Don’t compromise, he’d asked me to promise. Never. He was my dad and so I promised. He then relaxed and even laughed, he told me that it wasn’t too late for him, he could turn the tide. He was smarter than them, thanhim,whoever “him” was. He’d reclaim the high ground, in his drunkenness he was defiant. But he hadn’t realized he had a long way to go yet, that he had only just begun to fall.
“Two weeks later he went back to Bombay.” Then there had been the telephone call, his desperate voice, someone I couldn’t recognize as flesh and blood, not my dad, not even my father. “And the next time I saw him he was dead.”
“How did he die?” Carol asked.
Being alive, being alive killed him. Alive with whatever he’d become, he couldn’t face it.
Or maybe I’d killed him, just by hanging up the phone.
Click—you’re dead.
“In the end it was an overdose,” I said. “But he was so full of every kind of poison, he would have died soon enough anyway. He just hastened it, deliberately or not. Who knows?”
The Bombay police had found his body at the gates of the Parsee funeral precinct: the Towers of Silence, the resident vultures sitting on him as if he were a couch. Scandalous, the potent embryo of an international incident. But capable of being hushed up. Swept under a sprawling Indian carpet.
I let Carol hold me. She felt warm.
“They said it was typhoid. Everyone, well, everyone outside the loop, believed it. They still do.” Mendip had said it was typhoid, so it was typhoid. Things like that could happen in India, even to great men. A great leveler of a place. Sure, Mr. Mendip, if you say so.
“I can get you taken off the file, if you want,” Carol said. “It would be easy.”
I sat up and drank some wine. I sucked it through my teeth, savored the bouquet, felt the tannin adhere to the enamel.
“No, don’t do that,” I said, “things are complicated enough as it is. Anyway, it’s time to pull my head out of the sand and face a few things.”
She didn’t argue, merely leaned over to refill my glass. “What did your father do that was so bad? Did you find out?”
“Not really. It just sort of evaporated, disappeared behind the veil of his death.”
The truth was that I never tried to find out and nobody had bothered to tell me.
Actually, the truth was that the Fall wasn’t about gold, havala, or Non-Resident Indians. For me, the truth of the Fall was in Hampton Court, not in Bombay. It was the fleeting vision of a teenage waif, a nymph dark and half-naked, flitting between the bedroom and bathroom in a house supposedly empty except for my father—mother seeing her own mother in Leeds, me destined for a friend’s stag weekend. My father should have been alone in his study sucking on his scotch, brooding, planning a comeback, booking his ticket to Bombay,whatever. As I’d driven to a drunken weekend of male bonding, I thought of him. Dad. Alone. I turned around and came back home—a long-needed gesture of solidarity.
Home to a quiet house, study empty, bottle empty on its desk. Then the sound of Victorian water pipes, the clunk and groan. Silence. Footsteps, upstairs, the cliché of pitter-patter, a child’s footsteps. The bedroom door ajar and there she was, like some forest creature, a wood nymph. Breasts no bigger than walnuts, but a knowing face. One glimpse of me and she’d gone—whoosh—into the bathroom, a billow of black hair and spindly legs. And then heavier footsteps, grown-up. My father coming along the landing, seeing me. Shocked. Pleading with me as I swept downstairs two steps at a time. It wasn’t what it seemed, he yelled. Jesus, he saidthat. Top of the letterhead of Britain’s greatest law firm and he saidthat.He tried to grab me, but I just wanted the front door and out of there. I fought him
off. His momentum was his downfall. Literally. He cleared the last five steps headfirst.
And that was the Fall. When Dad became my father and not even that. For me, the rest was detail.
Carol let my head sink onto her chest as she stroked and kissed my hair. She then maneuvered me so she could kiss me on the mouth. Her face was wet; her eyes were shut, creased in some profound agony. Mine or hers? I wondered.
“Do you want to go to bed?” she asked.
SIXTEEN
When I woke up, Carol had already left. There was a note on her pillow telling me she’d had to go in early to prepare for the inaugural Bombay meeting at nine o’clock. There was breakfast neatly set for me in the kitchen. She told me to get my passport and bring it to the meeting so she could arrange for an Indian visa.
I peered at the clock radio on her bedside table. There was time for breakfast. Suddenly I was ravenously hungry.
The global headquarters of Jefferson Trust occupied a massive glass tower on Liberty. The piece of brass that grudgingly admitted the company’s presence could have easily fitted onto the cover ofEuromoneymagazine. The security arrangements were reminiscent of the border controls of a small and belligerent Eastern Bloc country prior to the collapse of the Berlin Wall.
After being vetted and tagged I was taken up to the thirtieth floor and handed over to a receptionist presiding over Jefferson Trust’swarren of meeting rooms. From her I was released into the care of a navy-blue-suited flunkey, who delivered me to the meeting room with views across to Jersey City one way and the Statue of Liberty and Ellis Island the other.
Carol was sitting at the huge table, absorbed by a thick file of paperwork. Sitting next to her was someone who looked barely into his twenties, eyeing a spreadsheet and running his finger down a line of figures, tut-tutting as he went. I took it he was unimpressed with what he saw.
Carol looked up and smiled at me. It seemed a natural smile, designed neither to hide nor betray. I smiled back.
“Fin,” she said warmly. “Let me introduce you to Chuck Krantz. He’s the investment banking analyst assigned to this transaction and has been going over the accounts and earnings projections.”
Chuck Krantz stood up and shook my hand stiffly. When he said that he was glad to meet me, I didn’t exactly see it dancing in his eyes.
“We were just talking about the timetable for this thing when you came in,” Carol said.
“I figure we can tie this up in a few weeks, assuming no dealbreakers or antsy regulators,” Krantz said.
“Chuck and his colleagues have prepared a deal folder. I’ve only just seen it myself.” Carol pushed a large plastic comb-bound file across the table toward me. Its cover announced that the contents were strictly private and confidential. In the middle of the page, in large red type, were the words:Project Badla.
“That’s for you,” she said. I didn’t open the binder, nor even read the five-line executive summary that was likely to adorn the first page and which would tell me in a nutshell what the deal was about. A brokerage, Jefferson wanted to acquire a stockbrokerage. In Bombay. What else was there to know?
Chuck Krantz threw me a hostile glance. “Here’s the deal: Jefferson Trust has good coverage in the emerging markets in Europe and the Far East. We do business through local joint ventures, green field start-ups, and sometimes through acquisition of Grade A domestic outfits.”
He wasn’t telling me anything new. Emerging markets. A junglefull of money if you could find the best tree, a jungle full of trouble if you couldn’t. Scam and eggs.
Krantz turned to Carol for belated permission to hold forth. She blessed him with a nod.
“Sometimes we change strategy for a particular market. We only do this for sound commercial reasons.” Krantz paused for a moment as if challenging Carol and me to allege that Jefferson Trust would do something other than for sound commercial reasons. When he seemed satisfied that no contradiction was forthcoming, he continued.
“After thorough analysis, we have concluded that we should adopt an alternative strategy in India.”
Again he paused. Jesus, this guy needed an audience. What did he want us to do—cheer?
“So instead of dealing through local brokers and banks,” Krantz continued, “we’re going to buy a well-established stockbrokerage for ourselves and consolidate our position with a meaningful rollout of our brand name in India. We aim to quadruple our profits from the region over two years and become its number-one foreign bank and broker.”
Krantz looked at us expectantly.
Carol and I said nothing.
Shrugging, he pointed at the cover sheet of the document. “What do you think of the code name for the project? Badla. Cute. I was pleased with that. Do you know what it means, Fin? Let’s see if Clay & Westminster know jack shit about India.”
We knew. My father would have known. I knew.
Carol looked nervous: This was as much a test for her as for me. If I looked bad, she looked bad.
“Badlais when you purchase shares.” I made like I was thinking hard; I didn’t want to appear a smartass. “And you don’t pay for them. When the time comes to settle, you roll over into the next settlement period. It’s expensive: You pay a Badla rate of interest. It was a particular favorite of bull market players, and when there was a rising market it was wonderful. When the market fell, it was pretty catastrophic for those caught in the turning tide. It was outlawed—after the big scam of the early nineties. But then they allowed it back whenthe market went flat and lost its fizz and they needed to kick-start it.”
Krantz smiled, clapped his hands once, and turned to Carol. “All right. The guy knows something—you had me worried for a while.”
Carol looked relieved.
Krantz flipped open the binder and motioned us to do the same. “Let’s look at the deal now,” he said.
It seemed straightforward enough. A medium-sized brokerage with about a hundred employees. It wasn’t Grade A—Krantz was right about that—all the good ones had gone years before, bought by Jefferson’s competitors. They were entering the game very late and I doubted whether the two-year objective of becoming number one was achievable. Still, that was their problem and the tut-tutting of Krantz over the figures when I’d come in the room showed that he knew it was a problem too.
“So the purchase price is fifty million,” I said.
“Yup,” said Krantz.
“All cash? Or do you want to use some stock? Will there be an earn-out period and what about handcuffs?” I was on autopilot.
“Slow down, Fin. Okay?” Krantz held his hands to his temples in mock bewilderment. “Some stock,” he continued, “small percentage of earn-out—ten percent of consideration, max. And, yes, plenty of heavy handcuffs. We don’t want these dudes thinking they can take a walk too quick.”
“Stock could be a problem,” I said.
Carol nodded.
“Then fix it,” said Krantz simply.
It wasn’t that easy, but the point could wait. “Client base?” I asked. I could guess.
“Foreign institutions, a mature domestic mix: individuals, corporates, banks. Usual franchise. And then there’s a big NRI following.” He paused to see if I knew what an NRI was, another test.
“Non-Resident Indians,” I said absently. The offshore guys. A reservoir of money: many billions of it. A well-heeled diaspora of twenty million people. “What Exchange memberships does it have?” I asked.
“Bombay, National, and Ahmadabad.” Krantz’s voice was deepand confident. He’d obviously gotten a very good grade in his MBA.
“Okay,” I said. “That means we’ll need their consents, along with those of the Stock Exchange Board of India and Reserve Bank of India. We can get local counsel to take informal soundings and check that we aren’t going to hit any brick walls with the bureaucrats.”
“One of our guys has already tested the temperature,” Krantz said. “Everything seems fine.”
“Who was that?” I asked, tryin
g to sound interested.
Krantz acted uneasy and unfolded his hands, running one of them through his gleaming black hair.
Now Iwasinterested.
“JJ Carlson,” he said quickly and quietly, as if he was hoping I wouldn’t catch the name.
If I managed to hide my surprise, Carol certainly didn’t. She looked shocked and I thought she was going to say something, but seemed to think better of it and kept her mouth shut.
“Was this his deal?” I asked. “Did he negotiate it?” I couldn’t believe that Jefferson Trust would be pressing ahead with a JJ transaction after what had happened.
“I’m not sure that’s relevant for you to know,” Krantz said.
I looked at Carol for a cue. She smiled weakly, lost in her own thoughts.
“Let’s turn to the documents,” I said. Pursuing the JJ angle would get us nowhere for now. “We’ll need a sale and purchase agreement, new company statutes, arrangements for the key employees—the handcuffs. A new corporate structure, and, of course, the due diligence pack: legal, accounting, and general mop-up stuff. If we’re fiddling with corporate structure a lot, we may need novation agreements for certain long-term arrangements with third parties. What else did you have in mind, Carol?”
“A final set of accounts with auditor’s sign-off and usual warranties,” she responded instantly. Her brain was back in the room.
“Of course,” I said. “Who are the accountants and attorneys?”
“CFN are the accountants and Jaiwalla the lawyers. Who can we use for our outside counsel in Bombay?”
“Askari,” I said.
“Make sure you use the best,” instructed Krantz.
They weren’t the best. “Bombay’s finest,” I said.
“What about the sellers of the business?” I asked. It was a relevant topic to cover: Proprietors who had spent a lifetime building up a business could be awkward as hell when it came to selling their baby, even if they were to be made multimillionaires in the process. It was a parent thing: Letting go could be damned hard and sometimes they—subconsciously perhaps—wanted to drag out the process with crazy conditions or requests. They were selling control, but didn’t want to relinquish control in return for the money. It was our job to make sure that the client got what he was paying for. On paper at any rate.
Walls of Silence Page 11