Chapter 16: Weekend Maneuvers
On Saturday morning the boardroom lights were already burning, the coffee was already cold, and Jonathan Pryce stood at the window looking down at LaSalle Street.
"You understand why you are here on a Saturday, Howard," Pryce said. "So tell me plainly. Can the Clause be beaten?"
Howard Weiss set his briefcase on the table and took his time opening it. "Plainly, Jonathan, the Clause can be challenged. Anything can be challenged. Whether it can be beaten is a different question, and at this hour I would not promise it."
Gordon Pierce smiled from the far side of the table. "It is a relic. A sentimental paragraph buried in a sale agreement from 2009. Surely relics expire."
"Some do," Weiss said. "This one, on a first reading, does not appear to. It grants the Wexford Family Trust the right, once per decade, to demand an independent audit of any bank accounts and fees touching the trust, with full records access. Ms. Wexford invoked it in person, on paper, with counsel present. That is exactly the procedure the language describes."
"Then we dispute her standing," Pierce said. "She is one beneficiary. Her brother is co trustee. Perhaps both signatures were required."
Weiss turned a page in his folder. "Peter Wexford is co trustee, yes. The Clause speaks of the trust acting through a beneficiary. I have seen no requirement for joint invocation. If we argue otherwise, a judge may ask why the bank fears its own records."
Pryce spoke softly, almost kindly. "No one fears records, Howard. We fear theater. A merger is pending. Great Lakes will read any public fight as instability, and instability has a price none of us wishes to pay."
"Then consider settlement again," Weiss said.
Pierce leaned forward. "Then generosity has failed. We attack validity. We say the Clause was superseded by later governance documents. We say the ten year window closed, or never opened. We seek an injunction, we slow the clock, we make the audit so expensive in time that she reconsiders."
"The clock is ten business days," Weiss said. "It is already running. An injunction requires us to show likely success and irreparable harm. Our harm is embarrassment. Hers, if the fees are improper, is financial and documented. Courts notice that difference."
"You are our counsel," Pierce said, still polished, still pleasant. "Counsel advises. Counsel does not surrender before lunch."
Weiss looked at him directly. "And clients, Gordon, do not help counsel by withholding facts. So I will ask once, carefully. Is there anything in the trust files, anything at all, that would change this analysis if the auditors find it first?"
Pierce held his gaze. "The fees were aggressive, perhaps. Old fashioned private banking, poorly labeled. Nothing that changes the analysis."
"And the building lease?" Weiss asked. "The renewal the merger depends on. Is it sound?"
"Completely sound," Pierce said. "Executed, recorded, unremarkable."
Pryce watched Pierce a second too long, then turned back to Weiss. "Your recommendation."
"Do not attack the Clause head on," Weiss said. "Cooperate in form, negotiate scope in fact, and prepare a disclosure position in case the audit finds errors. If we are caught fighting the founder's own safeguard while hiding findings, the merger will not be our largest problem."
"Prepare the challenge anyway," Pryce said. "Quietly. Every argument, every weakness. I want options on my desk Monday, not surprises." He paused. "And someone senior should review the trust files before any auditor does. Someone careful."
"Sarah Lindqvist," Pierce said at once. "Compliance knows where the paper sleeps."
At home, Sarah answered her phone on the second ring.
"Saturday work, I am afraid," Pryce said, his voice warm. "Gordon suggested you, and he was right to. I need a clean review of the trust files, Sarah. Charges, authorizations, fee codes. A summary for counsel by Monday. Nothing dramatic. Preparation."
"Preparation for the audit," Sarah said.
"Preparation for clarity," Pryce said.
Then Pierce called, his tone stripped of warmth. "Stick to the statements, Sarah. What was charged, when, under which code. Do not wander into history."
"I review what I am given, Gordon," she said. "That has always been my method."
"Then we understand each other."
At her desk that afternoon, in an office emptied for the weekend, Sarah laid the trust statements beside the bank's official fee schedule, the bound edition every branch was required to use. She worked in pencil, code by code, page by page.
"Lease administration," she murmured. "Code L A nineteen. Heritage property management, H P seven."
She turned to the schedule index. She turned again, more slowly. Then she checked the supplement, and the supplement to the supplement.
The codes were not there.
She called the empty room by no name at all, and said, very carefully, to no one: "These fees do not exist."