Authors: Isabelle Lafleche
Tags: #Fiction, #Literary, #Contemporary Women, #General
I’m still juggling my briefcase when my BlackBerry rings.
“Catherine, where are you?”
“Hi, Bonnie, I’m about to go through security. Can I call you back?”
“No, you cannot. I have the client on the other line and I need to make sure everything is on schedule.”
The security guard gives me a dirty look. “You need to give me your phone, miss.”
“Bonnie, I really have to go.”
“Tell the stupid-ass security guard that this is way more important.”
I inhale deeply to prevent a career-limiting response.
“Everything is going
very
smoothly so far and yes, we
are
on schedule.”
“Let’s keep it that way.”
I hand over my phone to the guard’s loud sigh of exasperation and rolling of the eyes as he throws it into the plastic bin.
After the plane takes off, I quickly return to poring over the documents in the binder. Performing due diligence is a process where lawyers provide other lawyers with such massive amounts of information and paper that neither they nor their clients have any clue about the mess they’re getting themselves into. Practically speaking, it involves spending several
days reviewing legal documents in a dusty data room located in the middle of an industrial park in hell’s half-acre, with no windows, no air, and, apparently, no clean underwear. Over the last six years, I’ve developed an uncanny ability to review gargantuan amounts of documents in record time and sum them up in a few lines. This assignment is no different from the other due diligence mandates I’ve worked on in Paris and will hopefully show Bonnie what I can do.
I speed-read through a few pages before I’m interrupted by a woman who brushes by me wearing—
Quelle horreur!
—a bright coral tracksuit made out of towel-like fabric and big white running shoes. To make matters worse, the track pants are at least two sizes too small, revealing bobbles of cellulite on her thighs. Why do some American women do that to themselves? I desperately want to hand her a bottle of Elancyl slimming gel to help her manage her skin-circulation issues. Unfortunately, the only thing I have on hand is the firm’s travel kit and there’s no cellulite-busting cream in the bag. I must advise Rikash to stock up on
important
toiletries when I return.
I look away from the velour horror show and continue my reading. I only have three hours left to review the entire contents of a five-inch binder. I slip in my iPod earphones to help block out noise and focus intently on the table of contents: Red River’s annual report, its most recent public filings, as well as a due diligence questionnaire. This last document is fifteen pages long and lists each document that I need to
retrieve from the data room. I quickly annotate the margins and categorize them by order of importance.
I peer out the tiny window to look at the receding Manhattan skyline and imagine the inhabitants of these luxury high-rises: successful entrepreneurs and professionals who most likely once worked long hours to pay their dues. The idea of being holed up in a small, musty room with boxes of documents fastening Post-it Notes to folders for thirteen hours a day is far from glamorous, but I keep my chin up. Perhaps one day, once I’ve made partner, I’ll live in one of those high-rises. The thought makes me giddy with excitement.
A Cadillac Escalade awaits me at the airport. I’ve never actually been inside a vehicle this size; I swear it could be used as a second home. Standing next to it is a petite woman in grey flannel trousers and a bubblegum pink twin set holding up a card with my name written in bold print. She is very blonde, her hair is piled very high, and her nails are very mauve.
“Catherine, is that you?” she shouts joyfully with a Southern drawl.
I nod. She pounces.
“Sooo nice to meet you, honey! My name is Jacqueline. I’m the secretary to the general counsel.”
“Very nice to meet you too, happy to be here.”
I try to climb into the vehicle in my narrow pencil skirt
and heels. Jacqueline gently nudges me on the rear so that I can actually make it onto the back seat. The driver is manoeuvring the stick shift with one hand and a vat-sized coffee mug in the other. As we merge onto the highway, he steers with his elbow while taking sips from his gigantic cup and speeding like a maniac. I try to catch a glimpse of the Southern countryside, but the erratic driving keeps me swaying from side to side. The vehicle reeks of tobacco, and our two-hour ride in the extreme heat makes me want to vomit, a feeling that is intensified by Jacqueline’s cheap perfume and incessant yakking.
At Red River headquarters, Jacqueline takes me through security to get an access badge, a painful process that involves having my picture taken. In no mood for a photo shoot, I try my best to smile for the camera. The result is only a half-step up from a mug shot.
We take the elevators down to the basement where a long dark hallway leads to a dreary grey room. Dozens of boxes are piled to the ceiling. I’m ready to roll.
“Hi, I’m Rob.” A deep voice reverberates through the basement. “The general counsel of Red River Steel Mills.” A stocky, dark-haired man stands at the entrance of the dungeonlike room. He is wearing a moss green suit, a purple shirt, and a matching wide tie along with an expression of doom and gloom.
“Hi, Rob. I’m Catherine.”
“Yes, you are.” He checks me out like Hannibal Lecter did when meeting Clarice for the first time. “So you’re here to spy on us, are you?”
Something tells me that this charming jurist is about to make my next few days a living hell.
“I wouldn’t exactly call it spying. It’s fair game when you’re looking to be acquired.”
“I’m very leery of anyone coming into our company and reviewing our highly confidential information. These are important trade secrets.”
“It’s all part of the fun.” I try to lighten the mood. “And I should be out of your hair shortly. Once you show me where things are stored, Jacqueline can help out with the photocopies and it should all go pretty quickly.”
His face goes from not-so-happy to pissed in a fraction of a second.
“First of all,
I
have no time to help you go through these documents. And secondly, no copies are allowed. Jacqueline will stay here with you because I want her to make sure you don’t take anything.
Nothing
is to leave the premises.” His voice abruptly switches into a demonically cheerful tone. “But she can bring you coffee if you want. Here at Red River, the coffee is free for everybody.”
I stare at them, feeling both dumbfounded and outraged. Even though I can summarize the material terms of a contract in fifteen minutes flat, this is a bit much. How can I pull this off quickly without taking any photocopies? I take a deep breath and remind myself that this project is my ticket to earning Bonnie’s respect.
“I better get started then.”
My phone rings. Bonnie.
“Catherine, how far along are you?”
“I haven’t started yet.”
“What are you waiting for?”
“I just got here. Did you know I can’t take copies of any of the documents?”
“Tsss. Of course, it’s standard practice. Haven’t you done this before?”
“Yes, I have, but in France the standard practice is to make copies. I think you better send some people down here to help me out. It’ll take me forever to go through all of this.”
“That’s completely out of the question, Catherine. Why do you think we pay you the big bucks? You’re not in Kansas anymore, Dorothy.”
You’re right, I’m not. I’m in Munchkinland, but there’s no yellow brick road in sight. “Okay then, I’ll do my very best to get this done quickly.”
She hangs up the phone.
After I’ve spent six long hours painfully transcribing notes from various agreements onto a yellow notepad, Jacqueline approaches my table.
“Would you like some coffee? Here at Red River, the coffee is free for everybody.”
A quick peek into her porcelain cup reveals a gross-looking, watered-down brownish liquid.
“No thanks.”
“Are you planning to stay much later, Catherine?” Jacqueline’s
makeup is starting to melt and sprigs of her updo have come undone.
“Probably for another five or six hours. You can go home if you want.”
“Oh no, I’m under strict orders to stay with you at all times.”
Not knowing whether to feel worse for myself or Jacqueline, I go back to taking notes. After she has purchased every possible item of clothing online and played a few dozen games of solitaire on her computer, Jacqueline surprisingly blurts out, “Okay, I think I’m going to call it a night.”
“Are you sure? I thought you needed to stay here to check on me.”
“No, it’s fine, I think you’re a good girl. Besides, we have cameras everywhere,” she says after giving me the signature Red River diabolical grin. “Don’t forget to help yourself to some more coffee. I’ve just brewed you a fresh pot.”
After she leaves, I scuttle over to the vending machine, looking for something that will keep me awake for the next few hours and that doesn’t taste like café à l’eau. I select a can of Coca-Cola from the dispenser to avoid falling into a deep coma. Fuelled by caffeine, I’m ready for another few hours in the dungeon.
I attack a box in a corner on the far side of the room that I didn’t see earlier. After rummaging through old correspondence, I come across a nondescript dark green folder. In it are yellowed letters between senior management and the company’s trade union dating back twenty years. I sift through them
quickly until a starkly white piece of paper catches my eye. What is this?
Très curieux.
I pull out the page from the folder and am shocked by my discovery: a letter dated about one month ago on Securities and Exchange Commission letterhead alleging that Red River’s executives had committed fraud relating to the backdating of stock options.
Oh!
This is huge. I scan the rest of the letter; there’s another allegation of fraud against both the CEO and CFO for attempting to cover up the stock options scheme.
I make notes, then put the letter back in the folder. It’s almost five in the morning in New York, but I’m guessing Bonnie’s already up. What should I do? After staring at my phone for several minutes, I call her number and she jumps on the line.
“This better be important.” I can hear a treadmill whirring in the background.
“I found a letter from the SEC dated a month ago alleging that the CEO and CFO committed fraud.”
“O
H
. M
Y
. G
OD
.” The line goes dead.
I go back into the data room and grow more nervous by the second, anxiously awaiting further instructions from Bonnie, which don’t come. My blouse is now completely soaked and I feel like a piece of rotten Camembert. I make my way to the ladies room with my travel kit and take a large swig of mouthwash and pop a few Aspirins to calm my pounding headache. I’m perched on the counter, dabbing some Kiehl’s deodorant on my silk blouse to cover the stains when a teary and frazzled Jacqueline rushes in. She grabs my arm and drags me to the
first-floor lobby where a security guard escorts me out of the building as if
I
were the criminal.
A taxi is waiting for me. I guess the Escalade is out of the question.
I thank Jacqueline for her warm hospitality before I zoom off somewhere over the rainbow.
On the plane I order a glass of celebratory champagne. I’m exhausted but sit beaming with pride; I just saved the firm’s biggest client millions of dollars on my first day. And even better, I can bill every single one of the last twenty-four hours. When I get back to the office, I assume Bonnie will thank me for a job well done. Maybe she’ll even mention partnership track.
It doesn’t happen.
Welcome to New York.
“W
hy aren’t you at the weekly M&A meeting?” Bonnie’s voice bursts out of my speakerphone. Day two on the job, day one in the office.
“I’m sorry, the what?”
“You’re late. Get down here immediately!” she screeches before the line goes dead.
I spend five minutes trying to find Rikash so he can tell me where the meeting is, fifteen minutes desperately searching for the conference room in a giant maze of cubicles and offices, and finally arrive, out of breath. As I’m squeezing quietly through the door, I look down and notice a long, perfectly straight run that mars the entire length of the pantyhose on my left leg.
Merde.
In the boardroom, a group of aggressive-looking attorneys are attentively listening to Bonnie, who is drawing a series of charts on a whiteboard. She gives me an evil stare as I shuffle sideways
to avoid showing the run in my stockings to the entire group.
“ABC Acquisition Corp., an affiliate of Pear Partners, has announced its intention to acquire shares of Bella, Inc., and China Enterprises, Inc. We’re counsel to ABC.”
She draws a blue square for each legal entity and red lines between them to show their affiliations. “Bella also holds forty-five percent of Bingo Industries, and China is a holding company that owns fifty-five percent of Bella.” She points to the board while flipping her hair back in the same way that women in shampoo commercials do. I imagine her seductively whispering, “Don’t hate me because I’m beautiful” like in those old television ads. She then bends slightly forward to read her notes and strategically reveals an impressive décolletage emphasized by her one-size-too-small black lace brassiere. I’m taken aback, but the corporate raider types are delighted.
Ten blue squares and twenty-five red lines later, I realize that in my rush to make it to the meeting, I have nothing to take notes with. I pull out an old credit card statement from my handbag and start drawing squares and triangles similar to the ones on the board with my lip liner.
Ah, merde!
Out of space! I rummage in my bag as quietly as possible, finally coming up with a crumpled Duane Reade receipt. I continue drawing as I attempt to hide my shoddy notetaking with my left arm. At the end of the meeting, I wait for everyone to exit the room before running to the ladies room to remove my ruined pantyhose.
I’m suddenly filled with anxiety. Being involved in high-profile acquisitions was one of the reasons I had requested a
transfer to New York. But working on these acquisitions with Bonnie might bring some challenges. I’m going to have to do a lot better than lip-liner notetaking.
Back at my desk, a tense-looking man with dark brown eyes and dark curls rushes into my office at breakneck speed. He’s wearing a lavender shirt with matching cuff links and is weighed down by a pile of binders and documents.
“You must be Catherine. Here are some files I want you to start working on immediately.”
As he gets closer, his eyes meet mine. I’m struck by the intensity of his gaze and how it contrasts with his soft boyish features.
Ooh la la
…I could bill a lot of time just staring into his eyes. I purse my glossed lips and give him a doe-eyed look à la Amélie Poulain. Then I snap out of it. Focus, Catherine, focus!
He must be Antoine. During my interview with Scott, the head of the corporate group, he mentioned that I would be taking on the files of a lawyer transferring to the Paris office in the upcoming months. For just a split second, I wish I had stayed in France.
“This is for you.” He points to the large binder he places on my desk. “It’s a collection of precedents I’ve prepared. It contains every possible type of document that clients could request, and I’ve separated them by client name, type, and by date.”
A quick glance at his binder reveals that it is indeed a grand legal work of art. Perfectly outlined summaries of each document and precedents are meticulously placed between coloured tabs. I clearly have big shoes to fill.
“Also, here’s a copy of the Securities Act. You should read it as soon as possible. It will be your working tool on a daily basis.”
Read the
entire
Securities Act? The mere thought of having to read more than a thousand pages of legal minutiae makes me feel queasy. I’ve already fallen behind in my load.
As soon as he’s placed the massive volume in my hands, a woman’s voice comes through the intercom.
“
Ann-twone
, there’s a call from the SEC on line one. The director of registrations needs to speak with you urgently.”
“Put him on hold. I’ll be right there.” He runs out of my office without saying another word.
I guess he didn’t get the Friendship Program memo about saying hello and goodbye.
I’m surveying the aftermath of Antoine’s visit when Mimi calls.
“Do you have any questions about billables?”
Having worked for the firm for six years, I’m already extremely well versed in the firm’s formidable billable hours requirements. Big Law Firm economics go something like this: as an associate, you are paid about a third of what you generate as billable hours as a salary, another third goes toward paying the firm’s expenses, and the last third goes into the partners’ pockets. The Big Firm partners make lots of money on the backs of associates, which explains why they hire so many and why so few make it to the top. It’s like a giant pyramid scheme, except that pyramid schemes are illegal and this is about as legal as it gets.
The New York office has the highest quota of billables and to get where I want to be, I’m going to need to bill at least twenty-two hundred hours this year. Which means I need to start
now.
My desk is already covered with documents and binders. Maria, Antoine’s assistant, calls me. “
Ann-twone
wants to know whether you prefer Chinese or Italian. He wants to review some files with you over dinner in the boardroom tonight at nine.”
Just then, cold hard New York reality strikes me between the eyes.
I’m ready for the challenge.