Due Diligence

by Grant Sutherland

‘You could look outside again,’ Aldridge says. ‘That Mannetti’s worked out, hasn’t he?’

  In fact Tony Mannetti has worked out well, certainly better than I expected. He came to us from American Pacific, an aggressively expanding US bank with which we recently crossed swords. At Carltons we tend to promote internally, there was much debate before we decided to elevate Mannetti to head of Funds Management. I was the major opponent of the move, but the department seems to be responding, albeit sluggishly, to his pushy style. Still, I’m not entirely convinced. He has a short fuse and a temper which he occasionally unleashes on his subordinates, a trait I find less than endearing.

  We toss a few more names around, other possibilities, but nobody mentions Daniel directly: it is always the title, Head of Treasury, as if Daniel’s name is taboo. After a few minutes I can’t bear any more of it and I stand and wander off around the room. It’s dark in the far comers where the family portraits hang, but nearer there’s a small Breughel, one of those winter scenes: peasants, snow-covered houses and a broad river of ice. My mother bought it in Paris, it was one of her favourite pictures. The flickering firelight plays across the human warmth and conviviality of the scene, a stark contrast to the disagreement developing between Charles Aldridge and Sir John behind me.

  Between my father’s two friends there has always been a certain antagonism. They're very similar in many ways, but their disagreements these days seem to become more and more heated. Sir John’s appointment as Carltons’ Managing Director certainly didn’t help, but it runs deeper than that. They seem, at times, to be competing for my father’s friendship. He’s a few years older than them, and despite their both being over sixty they seem to look up to him. And I’m sure it’s more than just the title. In recent years Sir John’s star has been on the wane, and now it is Charles my father generally turns to for advice over a quiet drink in the evening.

  Their sallies go back and forth now, till the mantel-clock strikes ten. When I return to the fireside, Sir John, who has been flagging, takes himself off to bed. My father stokes the fire.

  ‘Charles put some feelers out in Whitehall,’ he says. ‘About that Select Committee business.’

  ‘Wolsey’s in it up to his eyeballs,’ Charles puts in. ‘He and Lyle both. That woman, what’s her name? The MP?’ My father mentions the name. Charles nods. ‘Ex-CND ratbag. Got a bee in her bonnet about Defence. Wolsey primed her, had to have done.’

  So it was a set-up, just as it seemed. But any illusions I harboured about Whitehall and Westminster were dispelled years ago. I ask where Lyle comes in.

  ‘Wolsey’s chairing the DTI Committee that's been working with Lyle’s City Committee,’ he tells me.

  I’m out of my depth here: any problems we have with Westminster I leave to my father; Charles takes care of Whitehall. Now I ask him what he thinks Wolsey’s after.

  Like an otter into the stream, Aldridge plunges in. He sketches the outlines of a battle currently raging between the Ministry of Defence and the Department of Trade and Industry. It seems the President of the Board of Trade is pushing to grant the tender for the next-generation sea-to-air weapons systems to a failing British manufacturer: the Ministry of Defence wants to buy American. Wolsey was the man who convinced the DTI President to nail his colours to the mast over the issue, and now he is pulling every string to make sure this particular ship doesn't go down. If the Ministry of Defence win the debate the DTI President will be acutely embarrassed. Heads will roll; most notably Gerald Wolsey’s. Charles elaborates on the complex web of pressures: he loves all this, it’s meat and drink to him.

  I raise a hand to stop the flow. ‘Does Wolsey get anything if they win?’

  ‘If he pushes the policy through?’ Charles raises a brow. ‘Promotion. A seat at the High Table.’

  ‘That doesn’t interest Darren Lyle.’

  Charles turns to my father with a significant look.

  ‘Raef,’ my father says quietly. ‘We think Lyle might make a bid for the bank.’

  It takes a moment for this to register. ‘Carltons?’

  My father nods stiffly. There are dark rings, I now notice, beneath his eyes. Charles goes to the fireplace to warm his hands. He explain that if Lyle raises enough questions, Wolsey can justify sending a team of DTI investigators into Carltons.

  ‘Where’d you hear this?’

  ‘Once they’re in,’ he continues, ignoring my question, ‘Wolsey will use anything they find as ammunition against your father. He’ll also pass it to Lyle. Lyle will use it against you.’

  I put down my glass. I still can’t believe this.

  Charles gives a world-weary smile, pushing a hand through his thick silver mane. ‘No love lost between you two, is there?’

  ‘There’s a lot of people Lyle doesn’t like.’

  ‘The man’s poison,’ my father remarks. He knows about my run-in with Lyle. ‘He's not all there. He might do anything.’

  ‘It is possible, isn't it?’ Aldridge asks me.

  ‘A bid for Carltons?’

  ‘Yes. I mean there’s nothing to stop him, is there?’

  ‘It’s possible,’I concede. ‘Unlikely, but possible.’

  ‘And what if he can drive your share price down first?’

  I consider that. It’s standard practice for a bidder to talk down a target company, but with a small bank like ours the collateral damage might escalate uncontrollably. ‘Unlikely, isn’t it? Where's the gain? Two British independents, what does that make? A bigger minnow?’

  My father sniffs. Agreement? Dismissal?

  ‘Wolsey won’t let go of this,’ Charles warns. ‘It’s probably his best chance for promotion before he retires. He’ll make waves.’

  But Wolsey is Whitehall not City. ‘He’s your department,’ I say. ‘Not quite,’ Charles replies. ‘I take your point though.’

  The fire crackles in the grate, and sparks fly upward in a shower of burning stars. This time last year, my father and I sat right here discussing another bid for the bank. We’d been approached by American Pacific, they’d built up a small stake in us. They wanted to take it further, a full takeover. A sum of three hundred million pounds was mentioned; negotiation might have driven it to three fifty or more, a good price. My father was inclined to consider it, but I refused; the bank meant too much to me. It still does. And I certainly have no intention of letting it fall to Darren Lyle.

  The wood shifts in the grate, and the sparks fly upwards again.

  ‘It would be useful,’ my father says, ‘if we knew a little more about Lyle’s intentions.’

  He looks at me. My task, it seems.

  The conversation continues, but we’re soon in the realm of speculation, the economists’ wasteland of Let-Us-Assume and What-If. After twenty minutes my father rises to pour another whisky, but Aldridge has had enough.

  ‘Country air,’ he remarks yawning. There's a round of ‘Good nights’ then he leaves us.

  My father drops back into his chair. The crackling fire sounds very loud.‘How’s Celia taken it?’

  ‘Not well.’

  ‘And the boys?’

  ‘I haven’t seen them.’

  He nods, staring at the flames. After university, when Daniel was turned down by the Air Force, my father pulled strings to ease Daniel’s way into his own old regiment, the Irish Guards. But when Daniel resigned his commission early my father took it personally: I’m not sure he ever forgave Daniel for that. Even when I wanted to take Daniel on as a trainee at the bank, my father conceded with reluctance. Daniel was a big success at Carltons, but it never quite restored him to the favour he enjoyed as a boy. My father is silent now. There will be no further mention of Daniel tonight.

  ‘I’m not going to let Lyle get Carltons,’ I tell him, and when he closes his eyes the firelight plays over his face, unforgiving.

  ‘I’m tired,’ he murmurs. ‘You’ll be tired too. Get some rest.’

  A spark leaps onto the rug, and I kneel and flick it back into th
e fire. But when I turn to speak, the words die on my lips. Lord Belmont, my father, suddenly looks like a very old man.

  Taking up my whisky, I consider Darren Lyle: What if‘? But my thoughts soon slide into a deeper channel. Tomorrow I will see Theresa and Annie.

  SUNDAY

  1

  * * *

  Sunday morning the world is bright silver. Frost laces the twigs and branches, and glistens on the lawn; the air is cold, the lines of nature sharp and clear. A fox crouches on the wall by the rosebed. Margie steps from the house singing quietly, and the fox drops behind the wall and disappears.

  ‘Raef,’ my father calls from the hallway. ‘I’m going down to the stables.’

  Closing my bedroom window, I go out to join him. Across the valley, three lines of smoke rise from the chimneys of the cottages where our estate workers live. Walking down the hill we hear children’s laughter come up from the river, and voices drifting up from the stable. My father smiles, his face glows. To him this is the finest place in the world. In my late teens I could barely stand it here: it’s strange to think of that now. In those days I was very close to my grandfather, his likes and dislikes tended to become mine: and my grandfather’s life wasn’t here at Boddington, his whole being was tied up with the City. I remember him taking me into his office as a boy, something my father never did. Edward’s boy, Raef, he’d say, nudging me forward to shake a co1league’s hand. He was a big man: this isn’t a trick of memory, his portrait in the Boardroom confirms it. He was the kind who leaves an impression, gregarious and able. The family folklore has him besting Maynard Keynes in a public debate on the gold standard, and Keynes returning in private for advice.

  My father isn’t like that at all. He is self-effacing and diffident, people don’t warm to him easily. In the City, I see now, he could never escape my grandfather’s shadow. Only when my father inherited the title and a seat in the Lords did he really find freedom. He resigned the Managing Directorship of Carltons almost immediately. These past nine years there has been a change in the house-guests down here at Boddington; as my father has moved on from orchestrating votes and key speeches among the peers, the industrialists and bankers have been replaced by politicians and senior civil servants. The cartoonists draw my father as a wraith-like Victorian figure in top-hat and tails, a fair representation of the outward man I suppose. But what goes on behind this public facade even I find hard to understand. After almost forty years as his son, years in which he has passed on to me every material blessing he can give, the deep places of his heart remain a mystery. But I’m sure of this: Boddington, the ancestral seat of our family, he truly loves.

  Nearing the stables now, I see Charles in the yard talking with someone. It looks like the groom, but then the groom appears from the stalls.

  My father notices me squinting. ‘Gifford,’ he says. Eric Gifford, President and leading light of American Pacific. ‘I asked him down.’

  ‘Why?’

  ‘He was in town. Charles thought it might be a civil gesture.’

  My shoulders tighten. Twelve months ago I would cheerfully have strangled the urbane Eric Gifford. Twelve months ago he was accumulating a stake in Carlton Brothers, and we were wondering if we would be forced to mount a formal defence. At my insistence, Charles was sent across to New York and a truce was organized: Gifford stopped buying at five per cent. But Sir Charles was so impressed with what he saw of their operation, and by Gifford himself, that he suggested we turn the unasked-for connection to advantage. Our joint venture in Funds Management is the first fruit of this uneasy transatlantic alliance.

  ‘Apart from that?’ I ask.

  ‘Hmm?’

  ‘Apart from the civil gesture. What’s he doing here?’

  ‘It can’t do any harm. Raef.’

  I put a hand on his elbow and we stop in the open field. I ask him why he hasn’t told me about this.

  ‘It’s nothing formal,’ he says. ‘With Lyle making trouble, we thought it might be an idea.’

  ‘Meaning what? You think we need a white knight?’

  ‘Raef. Please.’

  ‘I've got a right to know.’

  He seems to draw into himself. He doesn‘t like open confrontations, especially with me. ‘A precaution,’ he say. ‘That’s all.’

  A precaution: in his own mind he really believes that. But his thoughts are turning in a direction that I don’t like one bit. He thinks that if Lyle makes a move on Carltons, it might be useful to have a cash- rich ally close by; a possible white knight who could save us from the clutches of Sandersons. But being saved like this would mean disappearing into American Pacific’s great maw. My father, though he would never admit to it, is preparing to lose.

  ‘Edward!’ Charles calls, and we turn to see him and Gifford both mounted, and looking our way. In silence now, we go down to join them.

  2

  * * *

  Later, back up at the house, I’m putting on my dark jacket when Margie passes the bedroom door.

  ‘Raef? Theresa and Annie just come.’

  A jolt of confused impulses rushes through me: happiness and recrimination; behind these a good deal of pain.

  ‘I’ll be right down.’ I continue to check myself in the mirror, and a minute later I feel ready to face my wife.

  Theresa is in the dining room, she comes across and peeks my cheek. Sir John and his wife stand near by. I draw away gently. ‘Where’s Annie?’

  Theresa gives me a piercing look. ‘Out in the garden,’ she says.

  ‘How’s everything down in Hampshire?’

  She tells me her parents send their love. We exchange a few more banalities - isn’t the house looking good, aren't the willows growing well — all as if nothing has happened. Not a word of regret for Daniel. At last Sir John and his wife come over to join us and I excuse myself and step through the high french windows. The tension in my shoulders eases. I fill my lungs with air.

  My wife is a beautiful woman. That isn’t just my opinion, I couldn’t count the times I’ve been congratulated on my undeserved good fortune. Even my mother, a hard judge of the feminine, conceded that Theresa was something more than just pretty. And my father adores her. She has an elegant grace, a natural ease, that no amount of effort could counterfeit. But I married her for another reason. I married Theresa, if it doesn’t sound too ridiculously old-fashioned, because I loved her, and because I believed that she loved me.

  What changed? For the first few years it was fine, we were happy. Very happy. But then she started talking about children, and I wasn’t ready, there was still too much to do at the bank. We discussed it, mature adults being reasonable, and she agreed to wait. Reasonable. What chance does reason stand against nature? In the last few years before Annie was born I would sometimes wake in the middle of the night to find Theresa crying quietly beside me. And I knew why. Yes, I knew. But I was sure that once I had the bank sorted out we could put things right again. Would that have happened? I don’t know. Maybe. Annie is on the lawn in front of me, stamping patterns into the melting frost with her tiny galoshes. She drags her heels, joining patterns, then she takes a long stride and looks back. A moment’s uncertainty, then she laughs.

  ‘What is it?’

  ‘A house,’ she says.

  ‘A doll’s house?’

  She shakes her head sternly, and I bend down and rub my cheek against hers. She laughs again and pushes me away. My hand slides over her back, an instinctive movement, nothing remains now but the one small scar. Beyond the walled garden the churchbells begin to toll. ‘What’s that?’ she says.

  But before I can answer, Theresa calls from the doorway. ‘Annie. Come and put your shoes on.’ Annie stomps, making patterns again, and I scoop her into my arms and she wriggles and shrieks with laughter as I carry her inside. It feels wrong.

  Theresa and I enter the church together, Annie clinging shyly to Theresa’s left hand. Scores of people have come, friends of my mother’s I haven’t seen for years, ever
y pew in the small church is taken. There’s a low murmur of conversation, and the heads turn our way when we pass. As we slide into the family pew near the pulpit I wonder what these others see when they look at the three of us. A family? Only my father, who enters behind us, knows something is wrong. He knows Theresa has spent many weeks down in Hampshire lately, and he knows that I don’t bring Annie, as I always used to, when I visit him in St James’s. My excuse, Annie’s cancer, has become rather worn. But even he doesn’t know that for the past three months Theresa and I have barely spoken, nor that we no longer share the same bed.

  The churchbells ring out, and through the stained- glass cross of St George the refracted light shines down on the altar. Theresa hands me a prayer book and the Order of Service without looking up. Amidst the many troubles of our lives, we must try now to remember the dead.

  3

  * * *

  ‘So that’s it, they agreed to raise the bid to 180.’ Vance has been pacing his office, a bundle of nervous energy, and filling me in on his meeting with the Meyers. Now he pauses. ‘I did call you. No answer the first time.’ He flicks through another file then puts it aside. I’ve never seen him this worked-up before.

  ‘Stephen, if you’ve got any worries about this, I’d like to hear them now.’

  ‘Worries? Raef, we’re almost there.’

  It was three o’clock before he got through to me at Boddington; lunch over, my father had just suggested a walk with Theresa and Gifford. Vance’s call was timely, I got in the car and came straight here.

  Now he opens his hands. ‘What can we lose?’

  ‘If we get it wrong? How about our reputation?’

  He shrugs off this feeble platitude. Our reputation, as we both know, will be shattered anyway if our Corporate Finance people decamp en masse. Scrambled, cobbled together, hurried, whatever way we can manage it now, we have to win this bid. I lean across his desk and punch up last week’s closings on the Reuters. He starts in about David Meyer, but I interrupt him, tapping the screen. ‘You saw this?’