Due Diligence
Jo started with the money. The money was the only part that could not perform.
Saturday morning, Astoria, kitchen table, Dani asleep down the hall after a night shift.
Laptop, coffee, legal pad, and the folder open for the first time since Fifty-Third Street — which she noticed, and which she elected not to make a moment of, because a woman who makes a moment out of opening a folder is a woman who is going to need three weeks.
The cap table was in the deck on page twenty-two, which was late for a cap table, and Jo understood why by the time she had read it twice.
It was late because it was boring. Castellane Hospitality Investments at thirty-one percent.
A pension fund out of Hartford at twenty-two.
Two family offices at nine and seven. Lasker herself at eleven, which was high for an operating CEO and meant she had put in her own money.
The rest was option pool and a line marked reserved, unallocated.
Jo sat back.
Thirty-one percent was not control. It was not close to control.
Four holders together outvoted it without needing Lasker, and Lasker plus any one of the family offices outvoted it too.
Whoever had structured this had gone out of their way to make the anchor investor unable to act alone, and had then given the anchor investor one board seat out of five and a document that said so in language a first-year associate could not have wriggled out of.
She read the shareholders’ agreement summary. Not the agreement. The summary was in the deck and the agreement was the thing she had promised herself she would not open, and she held that line for about ninety more minutes.
What the summary said was that no shareholder could direct hiring below the CEO.
That no shareholder could compel a property acquisition or disposal without a three-of-five board vote.
And that any related-party transaction involving a shareholder’s affiliates required disclosure to the full board and abstention by the interested party.
That last one Jo read four times.
It meant that if Castellane Hospitality ever wanted to do a deal with this company, Vivienne had to leave the room.
I told her so in April and put it in the shareholders’ agreement in May.
Jo made a note on the legal pad, in her own shorthand, and then looked at what she had written, which was: she gave away the thing she’d want most. why.
There were two answers. The first was that Vivienne was buying a return and had priced the governance concessions as the cost of getting an operator like Lasker to take her money at all, which was ordinary, and which happened in every deal Jo had ever read.
The second was that Vivienne had known exactly who Lasker was going to hire, and had built a structure in advance that would let that person say yes.
Jo sat with the second one for a while. It was flattering, and being flattered was a state she distrusted on principle, and she could not make the arithmetic come out any other way.
She wrote both answers down and did not choose.
Then she did what she was actually good at, which was to stop reading what the document said and start reading what it had been built to prevent.
Every agreement is a fossil record of an argument.
Somebody wanted something, somebody else refused, and the clause is the shape of where they stopped.
Jo had learned that reading ground leases at three in the morning for a man who paid her ninety-four thousand dollars a year, and it was the single most valuable skill she had.
So: five separate provisions restricting what a shareholder could compel.
Not one, five, in different sections, drafted at different levels of care, which meant they had gone in at different times.
Somebody had kept coming back to this. Somebody had said and another thing across what looked like three rounds of negotiation, and had won every time, and the last one, the related-party abstention, had the tight, tired phrasing of a clause somebody had accepted at the end of a long day rather than fight about again.
Jo could see the room. She had sat in enough of them.
What she could not tell, from the document alone, was which side had been asking.
The clauses protected the company from the anchor investor.
That was either Lasker demanding them, which was the obvious reading, or the anchor investor offering them, which was not obvious at all and would mean something else entirely.
She wrote a third line on the pad: ask Lasker who drafted the abstention clause.
Then she made more coffee and read the operating reports for the two Chicago properties, and forgot, for about ninety minutes, that any of this was about her life.
Sunday she called two people.
The first was a woman she had worked with at the second job, the one that folded, who now did asset management at a firm in Stamford and owed her nothing at all. Jo asked about Corinne Lasker without saying why.
“Lasker. Christ.” A pause on the line that was not hesitation. “Ran the Northeast for Halewood for nine years. She’s the reason those properties were worth anything when they got sold. Why?”
“Somebody mentioned her.”
“Somebody mentioned her.” Flat. “Jo. Is somebody mentioning her at you, or are you being polite?”
“Being polite.”
“Well. If it’s ever the other thing.” The woman thought about it. “She fired a friend of mine. He deserved it and he says so himself now, which tells you something. She’s not warm. She’s fair, which is better and it takes people about a year to work out that it’s better.”
The second call was to a former Kade Group development analyst who had left eighteen months ago and had no reason to protect anybody. Jo asked about the pension fund at twenty-two percent.
“They’re the boring money. That’s a compliment. They don’t do stupid things and they don’t panic, and if they’re in for twenty-two the diligence has been done properly, because their process is legendary and miserable.”
“How miserable?”
“They put a forensic accountant through my last shop for nine weeks. Found a rounding convention we’d been using since 2019 that nobody had ever flagged.” He laughed. “If they’ve signed, somebody has already gone through that cap table with a light.”
Jo thanked him and hung up.
She sat for a while. Then, because she had started and there was no honest place to stop, she made a third call she had been avoiding, to a headhunter at a rival firm who had tried to place her eighteen months ago and had been turned down flat.
“Marlowe. God. Have you finally seen sense.”
“I want a number. Not a job. A number, and I’ll tell you honestly that I’m not going to do anything with it.”
“That’s the least fun sentence anyone’s said to me this month.” Papers moved. “Executive assistant to a principal, five months of real transactional work behind it and three years of admin before that, commercial real estate, New York, and you can point at things you actually did?”
“Yes.”
“For an EA seat, one-ten to one-twenty-five. Maybe one-thirty at a fund.”
“And if it’s not an EA seat.”
There was a pause on the line that Jo would think about for some time afterward.
“Then it’s a different question,” the woman said, “and you’ve been asking me the wrong one for eighteen months.”
Jo hung up and sat in the quiet of an Astoria kitchen on a Sunday afternoon with a legal pad in front of her and understood, with the flatness that arrives when a hope stops being a hope and becomes a fact, that the offer was real.
She had wanted it to be a trick. She admitted that to herself sitting there, with no one else in the room to perform for.
A trick would have been so much easier. A trick would have let her be angry, and take it to Alexander as a story about Vivienne, and be righteous in a kitchen for an hour, and go back to her desk on Monday with the whole thing resolved and nothing about her own life having changed.
It was not a trick. It was a job.
Dani got up at four, made tea, looked at the kitchen table — laptop, folder, legal pad, three columns now instead of two — and did not say a word about any of it.
“You’ve been at that since seven.”
“I have.”
“Have you eaten anything that wasn’t coffee.”
“Define anything.”
Dani made her eggs, put the plate down on top of page nine of the operating report, and went to have a shower. Jo moved the plate and then, after a second, moved the report instead and ate the eggs, and understood that she had just been managed by an expert and that it had worked.
Through the wall she could hear the shower running and Dani, who could not sing, singing.
Jo looked at the third column on the pad.
She had started it without labeling it, which was not like her.
The first two were the old ones, the ones she had been building since she was nineteen: what she controlled, what she didn’t.
The third had four entries in it and no heading, and every entry was a thing she would have to give up, and every single one of them was something she had not had a year ago.
She wrote a heading on it at last. Cost.
Then she sat and looked at the word for a while, because she had used it about a hundred times in her life and had never once, until that Sunday afternoon, written it at the top of a column that had things in it she actually wanted to keep.
Lasker’s office was in a converted printworks in the west twenties with a freight elevator that had to be operated by a person.
Jo went on Tuesday, at half past six in the evening, having told Priya she had a dentist. Priya was not owed less than the truth simply because she was easier to lie to.
The office was half-built. Actual dust. Two of the desks were doors on trestles, and there was a whiteboard with eleven property names down the left side and a column of dates that had been rubbed out and rewritten so many times the board had gone gray in that patch.
“You’re early,” Lasker said. “Good. Bex is here, and Bex leaves at seven whatever anybody says.”