FIFTEEN
Justin yawned. “I think that’s everything.”
As usual, I’d stayed late the night before, proofreading every pre-closing document to make sure it was flawless. To my surprise, Justin had stayed late with me. He didn’t leave. He didn’t even complain about not leaving. Even Justin had his moments.
Justin and I had come in early this morning, printed off fresh sets of all the documents for review by the clients, and brought them up here to the conference room. Ted Lassiter and Mark Traynor would be here at eleven, and I would walk them through the closing agenda.
As usual, Adler hadn’t prepared anything himself. He seemed perfectly content to sit back and have me take the lead.
Stratton and Thornwell had sent back their comments on our red-line a day earlier.
Basically, their response was no to everything.
They were still asking for a reduction in the termination fee, and they were still asking for a number of inexplicable exclusions from our MAC clause.
We were at a standstill. This was what Marty Adler wanted me to explain to Lassiter.
Lassiter, as always, greeted me like I was an old army buddy. “How’re we doing, Slugger?” he asked, as he clapped me on the shoulder.
“Just fine, Ted. Good to see you.”
Adler looked on, beaming like a proud father.
We all took our places around the conference table, Justin sitting in an outer chair to my right.
Adler began. “Okay, now Ingrid will take us through the term sheet page by page, Ted. She’s pointed out some curious positions Binney’s trying to take, and I want you to hear directly from the expert what we think the potential risks are here.”
The expert was me. I felt my cheeks flush with pleasure.
“Thanks, Marty,” I said. “Ted, Mark, if you’ll turn to page eight of the draft term sheet, I can take you through the first of the exclusions that Binney—”
“Before we do that, Ingrid, what does it say here on the first page?” Ted Lassiter was peering closely at the document in front of him.
Marty Adler leaned forward quickly, scrambling to put on his reading glasses. “Where are you looking, Ted?”
“Right here, where it says ‘Purchase Price.’ There’s a typo. It says ‘$990.5 billion.’ That should say ‘million.’ ” He looked at Mark Traynor, who was looking puzzled, and kind of laughed. But you could tell he was taken aback. “That’s a pretty damn big typo there.”
“Heh. Yes, I’m sorry about that, Ted.” Adler looked sharply at me. “Ingrid? Can you please make sure to fix that immediately?”
My mouth hung open, and I quickly closed it. There was no way this had been in the draft that Justin and I reviewed, together, last night. No way. I had meticulously proofed each line. I glanced over at Justin. He looked as dumbstruck as I did.
But it was a basic rule never to argue or make excuses in front of a client.
“Apologies, Ted, Mark. I honestly don’t know how that got in there. But we’ll correct that right away,” I said.
“Yes, we’ll make absolutely sure that gets fixed,” Lassiter said, flipping the pages. “Now then, Ingrid, where’d you want us to look?”
“Ah, if you could please turn to . . .” I fumbled through the document, looking for the section I’d had my thumb on before. The mishap had thrown me. My game was all off.
“Page eight,” Justin stage-whispered to my right.
“Right. Thanks. Page eight. Seller’s reps.”
There was the sound of pages rustling as we turned to that section.
“Ah, yes,” I said. “Here we are. Now, you’ll see that in the MAC clause, we’d wanted to say that—”
Mark Traynor cleared his throat. He looked at me almost apologetically. “I hate to interrupt, but I think I see another typo here at the top of the section.”
Adler shot me a look. A very dark look.
“Oh, is there?” I chirped. My response to disaster like this was to be preternaturally cheerful. “Where?”
“Right here, under the breakup fee.”
“Oh, we’ll get to that. That was one of their asks. They want to increase it to five percent,” I said.
“Five percent would be fine. But this says fifty percent,” Traynor continued. “A breakup fee of fifty percent of the purchase price, Ingrid?”
Lassiter looked at me. “Ingrid, is this some sort of joke? What the hell’s going on here?”
I felt like I was in a dream, standing apart from myself. I wanted to run, but my legs wouldn’t work. I tried to take a deep, calming breath. This is not happening.
I looked at the page. Mark Traynor was right. Where it was supposed to say 5 percent—and where it had said 5 percent just last evening when I’d double-checked it—well, it now read 50 percent. Clear as day.
“Gentlemen, I’m very sorry. There’s got to be something odd going on with our document retrieval system.” Adler was pacifying them, but staring me down. “We’ll get to the bottom of it right after the meeting. Again, I apologize.”
Ted Lassiter was stony-faced. “Ingrid, this isn’t the kind of work I’ve come to expect of you.”
“I know it isn’t, Ted. And I’m not quite sure what to tell you. I looked at these documents myself, proofed each page last night, and I can assure you, these numbers reflected the deal correctly.”
“Let’s not waste time pointing fingers,” Traynor said. “Let’s just make sure these all get corrected before the next round goes to Binney.”
The rest of the meeting proceeded without incident, but I was stammering and flustered the whole time. Even Justin gave me a holy shit, she’s totally losing it look before slinking around the corner and disappearing into his office.
As soon as we walked the clients to the elevators and saw them out, Adler turned to me and barked, “My office. Now.”
I followed him down the corridor, my hands curled into sweaty little fists.
“What the hell was that?” he said, as soon as he’d closed the door.
“Marty, I don’t know. All I can tell you is that I was here til midnight, and I proofread each and every line of that term sheet. Those mistakes weren’t in the last version I saved.”
“Are you sure you actually saved the last version?” he snapped.
“I back up my documents every thirty seconds.”
He harrumphed.
“And besides, you know me.” I struggled to keep my voice at a normal octave. “You know the quality of my work, Marty.”
He glared at me. “I thought I did.”
It was the worst thing he could have said to me. I felt just like a teenager, bringing home an F or a wrecked car, getting the I’m terribly disappointed in you speech from a revered parent. But Adler was not a revered parent. His love was conditional.
“You know I’d never let a mistake like that slip by me.”
“Well, it would appear you just did, Ingrid.”
I thought for a moment. “What if someone else accessed the document and was screwing around with it?” I said slowly. “That’s possible, isn’t it?”
Adler took off his glasses and pointed them at me. “What in the world are you talking about? Who could you mean?”
“I—I’m not sure. I mean, I just don’t know how else this—”
Adler shook his head and walked around behind his desk. “There’s no need to go making accusations, Ingrid. It’s very simple. I never want to hear about this kind of error happening again.”
“It won’t. I’m sorry, Marty,” I said, already forgetting that I had promised myself I would stop apologizing for things that weren’t my fault.
I walked zombielike back to my office, my head buzzing. My chest felt tight, like it was going to burst. Margo was just putting on her coat. “Oh, there you are,” she said. “Did you need anything else from me tonight?”
“No, nothing, thanks. Have a good night, Margo,” I said, deflated.
She paused, her coat half on, elbows raised. “Are you okay?”
“I’m fine.”
“Are you sure? You’re white as a ghost.”
“I’m fine, really. I’ll see you tomorrow morning, Margo.”
She turned around to stare at me as I disappeared inside my office and closed the door.
I sat down, hard, at my desk. After a moment—after I heard Margo’s footsteps going toward the elevator—I picked up the phone and dialed Justin’s extension.
No answer. Of course not! What a surprise.
At the beep, I said, “Justin, Ingrid. Can you come to my office as soon as you get this? It’s five forty. Thanks.”
I sat there and stared blankly out the window.
I did not make these kinds of mistakes.
I’m not saying I wasn’t capable of making mistakes—of course I was, I was only human. What I mean is that I physically did not allow myself the room to make mistakes of this sort. Not when I had come so far and worked so hard. Not when I was finally this close.
I reviewed the events of last evening. This just wasn’t possible.
It wasn’t technically possible. Justin Keating and I had stayed til midnight working in my office.
Together, we had personally proofread each and every line of those goddamn documents before leaving for the night.
I had turned off my computer and locked my office door behind me.
I had double- and triple-checked them to make absolutely sure.
In my eight, almost nine years as a lawyer, I had never—never, not once—allowed a document to go out the door with a glaring error like that staring me in the face.
It’s not that I thought I was perfect. It would simply never occur to me to allow myself the luxury of failing. When other people failed, they failed alone. When I failed, I let down everyone I had ever carried on my back. I failed all of them.
And I was sick with the burden. I was collapsing under its weight.
I was sick and tired of saying yes to everyone but me.
ENOUGH.
I swiveled back around to my desk. I clicked on the icon for the firm’s internal document management database.
Entering my username and password, I searched for “Project Solaris Draft Term Sheet.” Project Solaris was the firm’s internal code name for the SunCorp deal.
This was Corporate Department protocol for every major transaction, for purposes of confidentiality.