The Partner Track: A Novel (20 page)

“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.

Now it didn’t seem so funny. That night at the printers, little had we known that we would soon
be
those guys from Cravath we’d skewered so mercilessly. That those tiny adjustments of commas and semicolons would soon be the little things we came to believe in.

“Burning the midnight oil again, huh?”

I looked up to find Ricardo, who was making his evening rounds, leaning his head into my office.

I gave him a wan smile. “You know it, RC.”

He paused a beat, taking in my exhausted appearance. “I do know it. I see you here all the time.” He shook his head and grinned. “I sure hope it’s worth it.”

There was a scratchy clamor from his walkie-talkie. “I gotta run,” said Ricardo, turning to go. He made a shooing motion at me. “Go home, young lady. It’s a Friday night.”

For a moment I stared at the space in the doorway where he’d been.

Then I picked up the phone and dialed Justin’s extension. No answer.
Of course,
I thought irritably. Wouldn’t be surprised if the kid had taken off for the weekend without telling me. No chance of Justin Keating being reprimanded so long as Adler had anything to say about it.

I waited for the beep. “Justin, it’s Ingrid. I just got Marty’s sign-off, so I’m making a couple of final changes and then we’ll be ready to send this out. So could you just swing by my office whenever you get this? Thanks.”

I rolled my cursor over the online firm directory and clicked on Jack Hanover’s name. His steely blue eyes and aquiline nose stared back at me, along with his firm bio, extension, and office number. This picture must have been taken three decades ago. He looked not quite fifty.

Jack Hanover was the lone surviving granddaddy of the firm, a pioneering corporate litigator who’d been one of the most influential men in town back in the day. Now nearly eighty, he still held a lot of sway in courtroom circles. He’d kept an honorary spot on the Management Committee and an office at the firm, where he stopped in three days a week to read the
New York Law Journal,
return professional correspondence, and compose op-ed pieces for the
Times.
He was as old-school as they came. Rumor had it that Jack Hanover still kept cigars and a fine bottle of Scotch on the bottommost shelf of his credenza, and was not shy about partaking in the office.

I glanced at the clock again. 5:45. I doubted that Jack Hanover would still be here, but I dialed his extension anyway. His secretary picked up on the first ring. “Good evening. Mr. Hanover’s office.”

“Hello, this is Ingrid Yung,” I said. “Is—ah, is…”

I hesitated. Jack Hanover was such a legendary figure that it felt flat-out
wrong
—both disrespectful and disingenuous—for me to call him Jack. Yet that was the very charade the firm expected us all to perpetuate—that everybody was on equal footing, that we were all on a first-name basis, that we were all just one big, happy, functional family. But it still secretly shocked me whenever Hunter or Murph casually referred to Jack Hanover, to his face, as Jack. Somehow, even now, even as I was about to make partner at his firm, I still felt weird calling him anything but Mr. Hanover, thereby underscoring exactly how unlike him I felt.

“Is Jack available?” I made myself say. “Marty Adler suggested that I run a quick question by him, if he has a chance.”

“Hold on a moment, please, I’ll see.”

A second later, she said, “Yes, Mr. Hanover says he can see you now. His office is thirty-nine-oh-one, first corner office after Reception.”

By the time I got off the elevator, buzzed myself in through the glass doors, and found Jack Hanover’s corner office, his secretary had already left for the evening. But there was a sliver of light coming through beneath his office door, which was slightly ajar. He was expecting me.

I smoothed my hands over my hair and skirt in a final attempt to pull myself together. Then I gave a tentative knock.

“Come in,” boomed a voice.

I pushed open the door.

The office was shadowy and dim, the only light coming from a green-shaded banker’s lamp on the credenza. I took a few tentative steps into the room. Jack Hanover was seated behind an antique walnut desk with ornately carved legs and claw feet. Directly across from Jack Hanover, each seated in a wide leather club chair, were none other than Hunter and Justin Keating. They looked as startled to see me as I was to see them.

All three of the men were cradling highball glasses, with an inch and a half of amber liquid sloshing around in the bottoms.

Jack Hanover’s famous Scotch. So that part was true.

“Hello, hello,” Hanover boomed at me, beckoning me forward. His voice was not unkind. “You called with the quick question, yes?” I knew he didn’t know my name, but at least he seemed aware that I was an associate.

I was at a complete loss. Bleary-eyed, looking every bit as disheveled as I felt, I opened my mouth but no words came out. I stood there, stupefied. I looked from Jack Hanover to Justin Keating to Hunter, one by one by one.

Justin had straightened abruptly when I entered the room. Even
he
seemed aware that there was something slightly indecorous—something
unseemly
—about the whole situation.