by Reece Hirsch
The phone rang, and he picked it up. “Congratulations on making partner!”
“Hi, Dana.” It was his ex-girlfriend. Her tone was easy and light, as if it were a year ago and they were still a couple. “I saw the item in the Daily Journal. I just had to call when I heard.”
Six months ago, a call from Dana would have been a major event, cause for hope of reconciliation. But now that she was very publicly dating the odds-on favorite in the San Francisco mayoral race, he knew that he had no shot.
Will, still dazed from his encounter with Yuri and Nikolai, was having difficulty generating banter. “So . . . congratulations!” she added again in an ebullient tone. “You so deserved it. Remember all those Sunday afternoons we sat around drinking beer at the Grove, planning our careers?”
“Back then, you were the one who was really into the career planning. I was just trying to figure out what I had to say to sleep with you.”
“Well,” she said with a sharp laugh, “you figured it out, didn’t you?”
“That I did.” He recalled her long, elegant body, which looked wonderful in a black cocktail dress. She’d get plenty of opportunities to wear one on the political fund-raising circuit.
“There’s actually something else I wanted to talk to you about,” Dana said, sounding a little uncomfortable. “I guess you probably know that I’ve been dating Jamie Pryce.”
“Yeah, I was at the dentist’s office and saw the San Francisco magazine piece. Nice photo.” I’d rather not talk about your new politico boyfriend, he thought. And did she have to call him Jamie?
“Thanks. It’s so ridiculous all the attention we’ve been getting,” she said, unconvincingly.
“Wait until he gets elected mayor. You might even graduate to the Star.”
“Actually, that sort of thing has been worrying us a little.”
“Really? Isn’t it a little early for that?”
“Maybe not. See, I have some news of my own. Jamie and I are getting married.”
Although he liked to think that he was over Dana, he found this news surprisingly depressing. It underlined the fact that she’d moved on and he hadn’t. “That’s great,” he managed. “Congratulations to you, too. Have you set a date?”
“June. Call me a traditionalist.” Another awkward pause. “We plan on making an announcement in the next week or so. When we do, you may get some calls from reporters.”
“What would they want with me?”
“Well, we dated for so long, they’ll probably be hoping you’ll say something nasty about me.”
“I can’t think of any skeletons in the closet . . . except maybe that time you shot a man in Reno just to watch him die.”
“Cut it out,” she said. He could picture her tight-lipped smile on the other end of the line.
“Or the night in Cabo when you ate the mescal worm. . . .”
“You may think things like that are funny—”
“As I recall, you did, too.”
“Okay, it was funny—but please be careful. They may not even identify themselves as reporters.”
“You don’t have to worry about me. I get it.” I’ll bet some media relations consultant told her to make this call, he thought.
“Thanks, Will. I knew I could count on you, but I just thought I’d call anyway.”
“I understand. By the way, the number on Caller ID is different. Did you move?”
“Uh, not yet, no. I’m over at Jamie’s place right now.”
He was tempted to ask if Jamie was in the room with her, listening to their conversation, but decided that he already knew the answer. The real question was how many media advisers and campaign managers were there. They were probably planning their marriage announcement like it was a product launch. And maybe it was. He vowed to go nowhere near the Chronicle’s society pages for the foreseeable future. National news, business, then straight to sports, no detours in between.
After hanging up the phone, Will sat on the couch trying to study his notes for the next day’s meeting at Jupiter’s offices in Palo Alto to negotiate the terms of the merger. Pressing a towel to his wounds to stanch the bleeding, his thoughts turned to his predicament. If he helped the transaction move toward closing, then he was doing exactly what Yuri and Nikolai wanted. The sooner the deal closed, the sooner they could take their profits from insider trading. On the other hand, if he reported Nikolai and Yuri to the SEC, his legal career was probably over. His life would probably be over, too, if he made himself a witness against the mafiya. And, last but not least, if he didn’t cooperate with the Russians, they would release the video of Ben Fisher that would put him in jail for Ben’s murder.
Everything was happening too fast. He needed time. Time to figure out who at the firm might have helped set him up. Time to find a way out of this trap before the merger closed. The deal was probably less than a week away from closing and he needed to find a way to stop it.
TWELVE
Driving south to Silicon Valley, Will contemplated the inauspicious office parks that dotted the rolling hills of Palo Alto and Menlo Park. A few years ago, before the bubble burst, he would have been thinking of the new technologies and wealth that were being created behind the glinting, mirrored windows. Now his speculation turned to how much of the office space was vacant.
Weaving his black BMW through traffic on the 101, Will struggled with how he should approach the day’s negotiations. He decided that his best strategy was to stall, finding issues that would temporarily sidetrack the negotiations while he searched for a way to extricate himself. But didn’t that in itself compromise the interests of his client? Will had assembled a list of points that Ben had put forward for Jupiter that Pearl had refused to budge on. He was prepared to revisit those issues today, a tactic certain to infuriate the Pearl team. He told himself that if he won any of these concessions, then he had served his client’s interests. Of course, there was always the possibility that the stunt could blow up the entire deal.
Will pulled into the parking lot of the Palo Alto offices of Jupiter Software. It was a standard-issue Silicon Valley office park: a three-story box encased in mirrored glass and surrounded by a moat of black asphalt, dotted with a few well-manicured trees. Atop the building was the Jupiter logo, a stylized representation of a padlock.
As he walked quickly across the parking lot, Will could already feel his crisp white shirt dampening and sticking to his ribs under his jacket. That morning, he had passed from one of the Bay Area’s microclimates into another, leaving fog-shrouded San Francisco for the sweltering summer heat of the Valley.
Will entered Jupiter’s generic reception area, where he signed in and picked up his security pass. You would never know it by the bland offices, but Jupiter was a high-tech fortress guarding the nation’s most valuable secrets. Jupiter’s leading encryption software program, Paragon, was used by banks, credit card companies, HMOs, hospitals, government agencies, and countless other businesses to protect the sensitive personal information of millions of Americans.
The hallway was lined with framed color photographs of vintage padlocks, the rust and corrosion rendered in loving close-up. He passed a closed doorway secured by a card key pad, which led to the room that housed Jupiter’s most precious trade secret—the encryption algorithm at the heart of the Paragon program. The algorithm generated an eighty-bit encryption key. An eighty-bit key meant that more than one trillion trillion possible key combinations were necessary to arrive at a correct encryption key through an exhaustive search. Put another way, if the eight processors of a Cray supercomputer (each performing about eighty-nine thousand encryptions per second) were all dedicated twenty-four hours a day, seven days a week, to the task in a so-called “brute force” attack, it would still take a billion years to produce a single correct encryption key.
Will knew that the card key pad on the doorway was just the beginning of the security measures used to safeguard the Paragon algorithm. To reach the room at the end of the hallway w
here the algorithm was stored, he would have to pass a security guard and two biometric scanners (one fingerprint and one retinal). Jupiter’s engineers referred to the room as the SCIF, or Sensitive Compartmentalized Information Facility. Although the offices of Jupiter Software were far less imposing than the Pentagon, they were nearly as secure.
At the end of the hallway, Will arrived at a room that was filled with boxes of paper and four young attorneys—the due diligence crew. Like supply lines in a military campaign, due diligence was the most mundane but indispensable element of a successful acquisition. In a merger like the Jupiter deal, the disappearing corporation (Jupiter) would be merged into the surviving corporation (Pearl Systems) through the filing of a merger agreement with the Delaware Division of Corporations (both Jupiter and Pearl were Delaware corporations). Because Jupiter would be absorbed into Pearl, Pearl would automatically assume Jupiter’s corporate liabilities and obligations. As a result, Pearl was keenly interested in understanding the nature and extent of those liabilities and obligations. Assembling that information and making it available to Pearl was Jupiter’s primary task in the due diligence process, which brought the four young associates to a stuffy room filled with boxes containing the history of Jupiter’s short but eventful corporate life.
Once all of this data had been reviewed and organized by Jupiter, it would be pored over by Pearl’s team of attorneys. If a particularly alarming fact was discovered—such as the possibility that one of Jupiter’s encryption program patents might be vulnerable to challenge—then it could sink the deal or substantially lower Jupiter’s selling price. Although Will had given each of the associates the standard speech about the vital importance of their task, that did not make it any easier to read six software license agreements in two hours.
Josh Stanton, a hyperactive first-year associate from USC, was holding forth to his colleagues. His back was turned so that he couldn’t see Will standing in the doorway. “You’ve all seen The Matrix, right? Remember the pods that the robots used to keep the people on life support and harvest the energy of their brains? Well, that’s exactly what the firm needs for these big due diligence projects. See, if we were being fed nutrients and stuff, then we’d never have to leave this room. No coffee breaks. No bathroom breaks. Increases productivity, right? And here’s the beauty part . . . when Keanu was in the pod, he was given the illusion that he was living a full, normal life. When you bill as many hours as we do, you don’t really have a life, right? But with the pod, you would at least think you had a life.”
The other three associates struggled to maintain deadpan expressions.
Claire Rowland, who was leading the due diligence team, at last mercifully interceded. “That’s a very interesting theory, Josh. I, for one, would like to hear Will’s take on it.”
Josh turned to face Will, mortified.
“Ah, yes, the pods.” Will nodded meaningfully. “You’re not supposed to know about them yet. They’re actually still in demo. But, Josh, I’m sure you’ll be happy to hear that you’ve been selected for beta testing.”
It’s nine A.M. and they’re already punchy, Will thought. With most partners, the associates maintained the party line that due diligence work was a fascinating and highly educational process that taught them “how a company works.” With Will, however, they often felt free to acknowledge due diligence for what it really was: well-paid but mind-numbing drudgery. Each of the associates was nursing an extra-tall latte. A molar-grinding caffeine buzz was a necessity to maintain focus during document review.
“What brings you down here? A negotiating session?” Claire asked.
“Yeah, we’re scheduled to start in a few minutes.”
Will could not be sure whether Claire had gotten her morning coffee yet because she came naturally caffeinated—her motor always seemed to be turning a few RPMs faster than everyone else’s. Some considered her high-strung, but Will found it kind of endearing. She was tall and slender, with shoulder-length blond hair that she tied up in a ponytail. Claire was twenty-nine, slightly older than the other associates. She had worked with the Electronic Privacy Information Center, a consumer privacy rights organization, before Stanford Law. Even though Claire was only a few years older than her cohorts, they deferred to her as the natural leader of the project. Will hated the idea that Claire was going to be fired. She deserved better.
“If you need anyone to second-chair for you in there, you know any of us would be happy to help,” Claire offered. Occasionally Will brought an associate in to a negotiation, particularly if he or she had assisted in drafting the provisions that were being discussed. Claire and the other associates regularly lobbied for the opportunity to sit in.
“Thanks, Claire, but this isn’t going to be a good day for that. Maybe next time.” He did not want any of them to witness what he had planned for that day’s session.
Will turned to leave, but Claire followed him into the hallway.
“Do you have a second for a couple of questions?” she asked. “There are some things I’ve been running across in the due diligence that don’t make sense to me.”
“Sure. What’s up?”
They were interrupted when a young man with shaggy blond hair approached down the hallway, smiling nervously at them. He was in his late twenties, wearing jeans and a black shirt; he looked like he belonged in a rock club, not a software company.
“Hey, Claire,” he said. “I realized that I have yet to introduce you guys to the best coffee shop in Palo Alto. You’re a macchiato person, right?”
“You’re good,” Claire said. “Will, this is Riley Boldin, one of the top programmers here at Jupiter.”
“Assistant VP, software development,” Riley added, with a quick glance at Claire. “You’ve got a bunch of hard workers here. Laser-focused. I’ve been trying to play host a little bit, but they hardly ever break from reviewing those documents.”
“You’ve been a great host,” Claire said.
“It’s nice to meet you, Riley,” Will added, extending his hand with an air of finality.
Riley took the hint. “Oh, you guys have work to do. I didn’t mean to interrupt.” To Claire, he added, “I’ll stop by later to give you the directions to that coffee shop. Hey, I can even walk you over there.”
“Thanks, Riley. See you later.”
When Riley walked off down the hallway, Will said, vaguely jealous, “I think Riley likes you.”
“Stop it.”
“So what was it you wanted to talk about?”
Claire stopped smiling. “There’s a set of files that Jupiter is not producing in the diligence. I haven’t actually seen them, but I found an internal memo mentioning them. That memo also contains some cryptic references to the NSA—”
“The National Security Agency?”
“And there was also something called ‘Clipper.’ Is there anything we should know here? Just so we understand what we’re looking at.”
“I don’t know what that memo refers to, but I don’t think it’s anything you need to bother with. I’m sure the NSA has regular dealings with companies like Jupiter. You have to figure that the use of encryption in the private sector is something the NSA would take an interest in.”
“If it’s standard procedure, why isn’t Jupiter disclosing it in the due diligence? Doesn’t that seem a little suspicious?”
“Well, suspicious is a little strong. But I will look into it.”
“Thanks, Will. Sorry if I’m being nosy.”
“In due diligence, nosy is good,” Will said as he headed down the hall.
When Will entered the corner conference room, everyone was on time for once. No more gamesmanship over who could keep whom waiting the longest. Perfect, he thought. Now they want to get down to business.
Today the Pearl team consisted of two attorneys from the New York firm Davidoff & Perkins and Clive Shusett, the vice president of operations. David Lathrop was already there, picking at a fruit plate.
“Hello, g
entlemen,” Will said, shaking hands with the three Pearl representatives. “Hi, David.”
Will leaned in to whisper to David, “I’m going to yank their chain a little today. Just go with me, okay?”
David nodded. “You want to discuss this outside?”
Will shook his head. He didn’t want to give David the opportunity to stop him.
Clive interrupted with a tight, perfunctory smile. “Okay, let’s get down to business, shall we?” Because Pearl was a much larger company than Jupiter, Pearl’s CEO made only a few token appearances during the course of the negotiations. Instead, Clive’s responsibility was to ride herd on the transaction and see that it closed promptly and on terms favorable to Pearl. Because Will had negotiated a deal opposite Clive several years ago, he knew that Clive’s negotiating style was schizophrenic, which allowed Clive to play bad cop to his own good cop.
In his guise as good cop, Clive was disarmingly chummy, telling stories about his seven-year-old daughter’s piano recital, laced with discreet references to the other globe-straddling deal that he was closing for Pearl. Good Cop Clive wanted to welcome you to the big leagues and allow you to bask in the attention that international giant Pearl was bestowing upon the somewhat thinly capitalized niche player that was Jupiter Software.
Bad Cop Clive began to emerge as soon as you began to push for terms that differed from those Pearl was accustomed to ramming down the throats of acquisition targets. First, he greeted the introduction of a new issue with mild surprise, followed by a brief explanation of how customary the particular provision was and how no one had ever asked them to alter it before. If that approach was unsuccessful, Bad Cop Clive escalated to questioning opposing counsel’s experience in handling major transactions. Finally, Clive would try going over the attorney’s head by asking the client to overrule, expressing doubts as to whether Pearl would proceed with the deal. When he was really pissed off, a submerged Scottish accent surfaced—Clive’s nastiest and most elemental incarnation. It took a skilled negotiator to get Clive that agitated—it was akin to reaching level four of Donkey Kong.