Due Diligence: A Thriller (23 page)

“Rob, what is it?” said Emmy.

He watched the dad with his kids. The little kid with Down syndrome kicked and missed and fell over, and the other kid and the dad laughed. But warmly. The kid himself laughed as well. The mother looked up and smiled.

“What if there is something going on with this company?” said Rob. “With our client. What if they really are doing some bad stuff?”

“I thought you said you didn’t know for sure.”

“But what if they are?”

“But it’s just a suspicion, right?”

“Emmy…”

“You raised it with your boss. What else can you do? Did anyone else even do that? Anyone else on your team?”

“I don’t think so.”

“See? Rob, honey. Listen. You’re the most junior person there. You’ve done what you can. You talked to your boss and told him what you thought. Now it’s up to him.”

Rob frowned. Wasn’t this just another way of getting out of it? If Stanzy wouldn’t do anything, did that absolve him of responsibility just because Stanzy was his boss? He remembered the big speech he had made at Donato’s, when Greg was talking about joining the corporate crime team. How you had to follow the signs, how you had to go on and on and on and not let anything stop you. And what was he doing now?

“Maybe I should go higher.”

“Higher than your boss?” asked Emmy doubtfully. “Over his head?”

Rob nodded. It wasn’t exactly the most appealing prospect. If he did that, he would need to be a hundred percent certain of his facts. Stanzy wasn’t the kind of guy to forgive something like that. If he was wrong, he was finished.

“But you’re not
sure
there’s a problem, are you?” said Emmy, thinking the same thing.

“Not completely.”

“Well?”

“You don’t think I should do something to try to prove it?”

“What could you do?”

“I don’t know.” Rob frowned. “There’s nothing I can think of.”

Emmy took his hand. “Rob, it doesn’t always have to be Robert Holding against the world. You know, there are other people out there as well. Sounds to me like you’ve done exactly what you had to do. You had a concern, you raised it. No one else on your team even had the guts to do that. You’re way too hard on yourself, honey.”

Rob shook his head.

“Yes, you are. That’s why I love you.”

“Because I’m too hard on myself? Now I know you’re just trying to make me feel good.”

Emmy smiled. “It’s one of the reasons. A very small one.”

“I hope so.”

Rob was silent again. Then he glanced at Emmy, smiling despite himself. Emmy moved up close against him on the bench. Rob put his arm around her. They watched the family having its picnic. The dad and the kids had stopped playing. They were all sitting on the blanket now, eating the fruit the mom had peeled.

“You still going to London tomorrow?” asked Emmy.

“I guess so. Unless Pete Stanzy changes his mind about me again. Their data room’s ready. We’ve got to get the due diligence done.”

“What is that, anyway?”

“Due diligence? It’s when you check that everything’s as it should be, that it all stands up. You look at their data, their financials. This isn’t stuff you can get publicly. It’s their confidential information. You need to check it all.”

“Sounds like fun.”

“Do you think so?”

Emmy laughed. “No.”

“Yeah. Right.” Rob smiled, but a moment later he was lost in thought again. So was that really it? He’d done what he had to do and now he was going to forget about it?

Emmy watched him, as if she knew what he was thinking. “Rob, you just go in there and show this Stanzy guy what a mistake he almost made. That bastard wanted to fire you? You go in there and do that due diligence and show him what you’ve got.”

22

British Airways Flight 178 from JFK boarded at nine o’clock on Sunday morning. When it touched down at Heathow seven hours later, it was nine
P.M.
on a wet London night, and it was heading toward eleven by the time Rob and Cynthia traveled across town and checked into their hotel in the Docklands area, the section in the old East End of London that had been redeveloped into a high-rise business district. They went to their rooms. Rob called Emmy, then he dozed for a short time, and then he was awake for most of the night, finally falling asleep only about an hour before his wake-up call came through.

He met Cynthia in the lobby. BritEnergy had set up their data room in the offices of Stamfields, their law firm. The concierge in the hotel looked at the address and gave them directions to a tower a couple of minutes’ walk away.

Sammy had made sure they knew exactly what they needed to find. A data room is a repository of information that a company makes available to authorized parties during the course of a transaction. In other words, a room full of documents. The material can’t be taken away or copied, so the only way to use it effectively, without getting caught in the sheer mass of information available, is to enter the room with clear objectives and to know what you’re looking for. For Dyson Whitney, the point of gathering information from the data room was to refine the financial model Cynthia had constructed for the accounts of the combined company and to test their own valuation of Buffalo. In order to do this, they would need Buffalo’s budgets, business plans, data underlying the plans, and any work done by Buffalo on different business scenarios. All the other stuff that would be checked during the due diligence process—leases, contracts, financial statements, audit papers, legal matters—could be left to Leopard’s lawyers and accountants, who would be in there as well during the time that the data room was accessible. Some of Leopard’s executives might also be in there to check on various things. Sammy had warned Cynthia and Rob to say as little as possible to anyone. In a situation like this, it was impossible to know how much any given person knew about various aspects of the deal, client executives included. The agreed allocation of the top jobs, the timetable for the deal, and all kinds of other extremely sensitive matters might be known to some but not to others. The safest thing, Sammy told them seriously, was to say nothing at all.

Cynthia knew all that already. She had worked her way through a dozen data rooms on previous deals. She just wanted to get it over with.

The morning was bright and blustery. They got to the address across a wide, windy square. Stamfields’s reception was on the twenty-second floor. When they told the receptionist who they were and why they were there, she checked her screen and asked them to take a seat. They went to a pair of leather armchairs at a glass table in the waiting area. The receptionist made a call.

Rob glanced at the front page of the
Financial Times,
which was lying on the table. The headline was about a takeover of a British bank.

“What do you think Leopard stock will open at?” he said to Cynthia.

“Fifty bucks.”

“You think it’ll blow over that quick?”

“Yeah. Who believes the
Herald
? It’s a storm in a teacup.”

Rob smiled.

“What?”

“You sound more English, that’s all. Your accent’s stronger.”

“Are you saying I have an American accent when I’m in New York?” Cynthia seemed offended at the idea.

Rob laughed. “No. It’s just … it’s gone a little more English, that’s all.”

Cynthia gazed at him for a moment, then looked away.

Rob watched her, amused. There never seemed to be anything to Cynthia but work. No feelings, no humor. Just work and her overwhelming ambition to get a great review at the end of the project.

“So you think the stock price drama is over, huh?”

Cynthia gave a quick nod. She looked around impatiently. “Let’s just get this done,” she muttered. “Data rooms are so tedious.”

A couple of minutes later a woman stepped out of an elevator and came toward them. They both got up. The woman verified who they were.

“I’m terribly sorry,” she said. “But I’ve just checked, and apparently we haven’t received authorization for you to enter the data room.”

“Isn’t it ready?” asked Cynthia.

“It’s ready,” said the woman.

“Well, I don’t understand,” said Cynthia. “We’re here to use the data room.”

“I know that,” replied the woman.

“Listen,” said Cynthia, “I’m not sure if you understand the situation. We’re under extreme time pressure here and I can assure you that BritEnergy will be very upset if they find out—”

“Miss Holloway,” said the woman, interrupting her. “I think it’s you who doesn’t understand the situation.”

“How so?” retorted Cynthia.

The woman gave her an icy smile. “Let me put it another way. You’re from Dyson Whitney, aren’t you?”

“Yes.”

“Well, BritEnergy doesn’t want you in their data room.”

23

Lyall Gelb rubbed at his belly. The pain was there again. It was six-thirty on Monday morning and he was already in Mike Wilson’s office. Wilson had called up and woken him an hour earlier and told him to get in right away.

He wondered whether he’d be able to get away again. It was Becky’s first day back at school after her appendectomy and he had promised to drive her. It was important to him. Right now, it seemed a lot more important than what might or might not be happening in a data room on the other side of the Atlantic.

“Could be a mistake,” said Lyall. “They might have forgotten to give the clearance.”

Wilson shook his head. “They’re up to something.”

Lyall winced.

“You all right? You had something to eat? Maybe you should eat something.”

“No, I’m all right.”

Wilson watched him uneasily.

“When did you find out about it?” asked Lyall.

“Just before I called you. Stanzy rang me. His people in London were turned away. They waited until six in New York to wake him.” Wilson shook his head in disgust. “I tell you, Lyall, something’s going on. I want you to get on the phone with Trewin. Take it easy, see what he says, find out what’s going on.”

“What are you going to do?”

“What do you think I’m gonna do?” Wilson pushed the phone toward him. “I’m gonna listen!”

Lyall pulled out his cell phone and found the number for Oliver Trewin’s direct line. He punched it into the speakerphone on Wilson’s desk. A voice-mail message responded in a woman’s voice, saying it was Oliver Trewin’s office. Lyall left a message asking Trewin to call back.

He and Wilson sat in silence, waiting for the phone to ring. Wilson stared out the window at the river, which was a kind of purple color in the early light. Lyall glanced at his watch. A quarter of seven. If Trewin rang back, if he could clear this up relatively quickly, he might still get back to take Becky to school.

“Try again,” said Wilson.

Lyall punched the numbers again. This time Trewin answered.

“Lyall!” he said. “I was just about to call you back. Just picked up your message. Can you give me a few minutes?”

Lyall glanced at Wilson. Wilson rolled his eyes. He shook his head and whirled his hand quickly, telling Lyall to keep going.

“Ah … Oliver?” said Lyall. “This isn’t going to take long. We just need to get something covered off.”

“All right … hold on a second…” There was a shuffling of papers from the other end of the line. “All right, that’s better. What can I do for you, Lyall? Heavens, it’s awfully early for you, isn’t it? What time is it over there? Quarter to eight?”

“Quarter of seven,” said Lyall.

“Of course. Sorry. You’re an extra hour behind the East Coast, aren’t you?”

Wilson rolled his eyes again and motioned to Lyall to speed things up.

“Oliver, I’ve got you on speaker. That okay? I’ve got my hands full here.”

Trewin laughed. “Haven’t we all?”

“Okay, Oliver, you know we have a couple of people from our investment bank over in London this morning for the due diligence.”

“Oh. Really? Already? You don’t hang around, do you?”

Oliver Trewin’s voice sounded genuinely surprised. Mike Wilson scowled. That’s what all the Brits were like, actors. Like those characters in their situation comedies the Brits all found so funny. You never knew what they were actually thinking

“Yeah, the guys from Dyson Whitney are there,” said Lyall. “I believe our lawyers will be there tomorrow.”

“Excellent. Get it all moving, eh? We must get over to your side of the pond.”

Lyall glanced at Wilson, who shook his head impatiently.

“Oliver,” said Lyall, “we have a problem.”

“Oh?”

“Only a small problem. I was wondering whether you could help fix it.”

“I certainly will if I can, Lyall,” said Trewin cheerfully. “What is the nature of this problem, if one may ask?”

Like “one” didn’t know already, thought Wilson in disgust.

“Oliver, your lawyers won’t let our bankers into the data room.”

There was silence on the line. Lyall and Mike Wilson glanced at each other.

Trewin’s voice came on again. “That doesn’t sound very sensible. How are they supposed to do their work?”

“That’s what we’ve been wondering,” said Lyall.

“Did they give a reason?”

Lyall looked at Wilson questioningly. “No authorization,” whispered Wilson.

“Apparently they didn’t have authorization,” said Lyall.

“How odd,” said Trewin. “Well, I’m sure this is just a mistake. Lawyers!” he chuckled. “A law unto themselves, if you’ll excuse the pun.”

“Oliver,” said Lyall, “our guys are sitting there doing nothing.”

“And costing you a pretty penny, I shouldn’t wonder. This is no good, this is no good at all. We’ll have to get this sorted out for you. Look, give me a couple of minutes and I’ll call you back. Are you on your office number?”

“Yes.”

“Okay. Give me two minutes.”

The line went dead. Wilson picked up the receiver and put it down again to make sure the connection was cut.

“You think he knew?” asked Lyall.

Wilson shrugged. “Brits! Who knows what they’re fucking thinking.”

“I don’t think he knew,” said Lyall.

Wilson didn’t reply.

They sat in silence. The view from the window was growing brighter by the minute. Lyall glanced at his watch. And again, thinking about Becky.