ELEVEN #2
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 flatout 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.”