Nantucket (21 page)

“But I do have to find her a place to live in Manhattan – like maybe tonight.”

“I could let her stay at my apartment. I'm not going back tonight.”

“What about Cathy?”

“I can't answer for her. I asked her what her plans are and she said she didn't have any. But she's here tonight, I think. I'll ask her about Cynthia staying in the apartment, at least for a few days.”

“Only if it's easy,” said Joe. “I can put her in the Four Seasons. That would attract curiosity, though, Cyn being a celebrity.”

“Leave it to me,” said Andrew.

“Right,” said Joe. “But what you need to apply your excellent mind to is how Shiva puts me in charge – in charge of his whole empire, that is – and whether in the end he wants that. It sounded simple this morning on the beach, but it would be a pretty extraordinary thing to do and it will take the better part of a year to do the due diligence and have all the shareholder votes and family pow-wows that will be required.

“What I do not want, meanwhile, is to ignore the control issue for the deal that brought us to Nantucket on the theory that that will just happen naturally as part of the larger deal,
and then to discover the bigger deal isn't going to happen and we haven't addressed the governance issue for the smaller deal. The larger deal isn't a merger, after all. It's a management agreement – I think. Or a treaty of friendship if we're honest about it. Your deal
is
a merger, albeit at a subsidiary level. And I want to make sure
it
happens.”

“I see what you mean,” said Andrew. He hadn't, to be truthful, taken in this wrinkle. Shiva offering to put Joe in charge of everything could be a way of backing Joe into a corner where he did the smaller deal without an adequate shareholders' agreement. Just because they'd all been naked didn't mean Shiva hadn't had something up his sleeve.

He stood up, thinking about George's statement that Shiva would have been a good diplomat – a gentleman sent to lie abroad for the good of his country, as Henry Wotton famously put it in the seventeenth century.

“Wait,” said Joe. Andrew sat down again. “The deals will sort themselves out,” said Joe. “Or if they won't, they won't. But what do you think of the personal stuff?”

“Sally?” said Andrew.

“Right.”

“Well, now you know why you thought you'd met her before.”

“Wasn't that an amazing coincidence?” said Joe. “I'm just not sure about living with her in Greenwich. Or, to be precise, about
her
living in Greenwich. It's practically the capital of the hedge fund industry, as you know, so there are a lot of very aggressive personalities living in those houses on five-acre lots and trying to join the yacht club. Some of them will have met her before – in one capacity or another.”

Joe didn't say any more. “She still
amuses
you?” Andrew
asked him. “I think that was your word.”

“Typical British understatement,” said Joe with a smile. “I'm being facetious, of course. But I definitely want to hang onto her. She's like hundred-proof whiskey when you're fourteen years old. Or being James Bond and having your balls wired up to the generator.”

“Not my idea of fun,” said Andrew.

“Probably not a good analogy, but I think you get my point. She's more than amusing. Oh, and by the way, congratulations on winning last night. I don't often get beaten at anything…”

“But you like being beaten,” said Andrew.

Joe got a quizzical look on his face for a moment and then smiled. “I see what you mean. Yes. Fuck. I do. Or I do in a certain way and up to a point – which Sally seems to be able to find. Having a wife who can light you up is very useful for a person in my position. I'm too – what word do I want? – too established to go to prostitutes anymore.”

“You don't mind that she once was a prostitute?”

“Personally? Not at all. They're the only honest people in the world, I sometimes think.”

“Others are not so broad-minded,” said Andrew.

“My point exactly,” said Joe. “And I worry about Sally being snubbed. If she marries me, she's going to encounter some of that.”

“If she so much as goes out to dinner with you, the gossip magazines will get to work and uncover her whole history.”

“Oh, I don't mind the gossip writers, and she probably doesn't either. That's just back story. It's the interpersonal stuff, and what happens now. Like, here's a scenario. I give a million dollars to some charity, which I often do, and there's a big fund-raising dinner. The wife of a million-dollar donor ought to be
on the committee for the dinner, go to lunches, make new friends. But the worthy matron who's organising it calls me up and says maybe Sally shouldn't be on the committee, because there are some religious assholes on it who might make Sally feel awkward. Make the worthy matron feel awkward is more like it. Anyway, that would hurt. Sal would pretend she didn't care, but it would hurt.”

“Can I make an irregular suggestion?” said Andrew, but Joe kept on speaking.

“And here's what it really comes down to, Andrew – since I believe in facing reality. I'm not sure I could make it
not
hurt her. I've been married three times already and I haven't been able to make one of them happy. I don't want to keep marrying perfectly nice women and making them unhappy, even if I make them rich. I told you I don't get beaten very often, but to be honest, marriage has defeated me.”

“Could I make an irregular suggestion?” Andrew repeated.

“And that's what I've been sitting out here brooding on,” Joe continued. “Hell, I probably trust Shiva. I want the little deal buttoned up, but you and I both know how to do that. Sorry, what is it you keep trying to say?”

“You should talk to Rosemary,” said Andrew.

“Really? Why?”

“She knows a lot about gossip and convention and… maybe you and Sally should live in London. It works better from a time-zone perspective. It's a more sophisticated city. Not a lot of born-again Christians in Belgravia. Probably not a lot of Sally's former clients either.”

Joe laughed. “Interesting idea. Spanking's higher status there too, if the jokes mean anything.”

“That was probably an earlier generation,” said Andrew.

“Well, anyway, the Brits certainly aren't as hung up about sex. Why is that, Andrew?”

“The Puritans came
here
.”

Joe laughed again.

Andrew went back into the house and looked for Shiva. He was in the study with Janis and George. “I know we came to this magical island to do a simple deal,” the Indian was saying, “where we combined a couple of businesses that cried out to be merged, but now that Judy has suggested it, I admit I am very attracted by the prospect of having Joe manage everything. I want that to be part of what we agree to today. Once my lawyers get a hold of me, I'll never be able to do it.”

“That's exactly why I can't let you commit to it,” said Janis. “It wouldn't be ethical. You have to have your own lawyers.”

“Well, I'm happy to put in the document that you advised me to that effect and I declined to take your advice.”

Janis looked dubious.

“That would work legally, I think,” said Andrew.

“The issue for Janis is how it looks – how it looks to people who will never see the ‘whereases'.” George might or might not have known how to do deals, but he understood about appearances. “This whole transaction, if it happens, will get a lot of scrutiny. Janis's role
could
get a lot of scrutiny. She has to be squeaky clean – and be seen to be so.”

“Thank you, Governor,” said Janis.

There's love in her voice again, Andrew told himself. Love and sadness. She's seen George get manic before – about all sorts of things. She's seen him cool off. She assumes he will make up with Lydia, as he always has done, and that it will be awkward to have Janis continue on his staff. She assumes the document she's drafting will be the last thing they work on
together. “Goodbye, Janis” will be an unspoken “whereas.”

“But we won't solve this problem by worrying about me,” Janis continued. “How committed can Joe and Shiva be without actually being committed?”

“They can announce an intention,” said Andrew. “And if they don't follow through they could be accused of market manipulation.”

“The Stock Exchange gets very testy about that,” said Shiva.

“And they could hold a joint press conference to explain what they have in mind,” said the Governor. “It would trash their reputations if they didn't follow through. That's how politicians bind themselves. They go on television and make themselves hostage to thirty seconds of footage.”

“So what we should be drafting,” said Andrew, “isn't an agreement in principle but a press release.”

“I need to introduce my family and business partners to the idea gradually,” said Shiva.

“Why don't you tell us again,” said the Governor, “what you had in mind when you said you wanted to put Joe in charge?”

“Can Judy listen?” said Shiva. It occurred to Andrew that he was asking George's permission.

George seemed to take it that way too, and pondered the question for a moment. “Sure,” he said finally. “Janis?”

She got up from the desk and went in search of her intense young friend.

“The thing is,” George said to Shiva and Andrew as soon as the three of them were alone, “I think I should keep Janis out of this – not on television, not identified as having drafted this document.”

“Not here at all this weekend, George?” said Andrew.

“Umm,” said the Governor.

“Joe and I will want to pay her for her assistance,” said Shiva. “We can't give Andrew $40 million and give Janis a bottle of wine.”

“We need to talk about that number,” said Andrew. “It should be twenty.”

“Joe told me you'd say that,” said Shiva. “I told him it was up to him. See, I'm trying to let him make the decisions.”

“We can see that you are,” said George. “But going back to what we were talking about, I admit I personally don't want to get any publicity about being here with Janis – and certainly not about Judy – but I don't think they would want it either.”

“Fair enough,” said Andrew. He thought for a moment. “How about this? Shiva, you and Joe can't announce the big deal because you can't promise it will happen. No one would believe you if you said it was any kind of certainty. But you can sign a memorandum of understanding about the smaller deal, as you call it, with appropriate provision for getting whatever board and shareholder approval is required. It is arguably a material transaction for Joe's group so there needs to be an announcement. The announcement includes a final paragraph that says the two of you are
also
exploring further cooperation. You can leave that pretty vague. The market will assume it's just make-nice bullshit. You might say you will need to do a market-by-market anti-trust analysis, because you will.”

“Of course you will,” said the Governor. “Which is why no assurance can be given of anything coming of this broader cooperation.”

“Could you put Joe in charge of the task force looking at that?” said Andrew. “That would allow him to poke into anything and everything. He'd talk to you about any decisions
that he thought should be made. You'd see how you felt about taking his recommendations, which would be the first step down the road of giving him authority.”

“He'd see how he felt too,” said the Governor. “About checking with you at all.”

“Joe poking into dark corners of my empire would be fine,” said Shiva. “They could use some sunlight. And we've seen each other naked, so to speak. But he's going to have to do it without bringing a lot of his lawyers in. From what I hear, his lawyers are pretty aggressive, which in parts of my world could be taken as disrespectful. Not that they shouldn't be thorough. It's a style thing, mostly.” He paused. “I'm a prince, remember?”

“How about if we get Joe to hire Janis's firm?” said the Governor. “She has a light touch.”

“That she does,” said Andrew, “but…”

“And if she needed to get word to you on something,” the Governor said to Shiva, “she could call Judy.”

“Janis doesn't work for a firm,” said Andrew.

“She's going to,” said the Governor.

“Which one?” said Andrew.

“I'm not sure yet,” said the Governor.

At this point, Janis and Judy reappeared. The little study was crowded. Shiva tried to give Judy his seat, but she made him stay put and slid behind the desk to stand next to Janis's chair.

“Shouldn't we have Joe here?” said Shiva.

“Not yet,” said the Governor.

“So what's the question again?” said Janis.

Judy looked at Shiva. An indecipherable message passed between them. Or perhaps she was just telling him that in the hour they'd been apart she hadn't lost interest in him. Men
can always use reassurance. “From what Janis has told me,” she said to George and Andrew, “you are puzzling over the question of how Shiva gives Joe authority over his
un
merged businesses. This is not actually a problem for Shiva but for Joe. Joe is a decisive individual. He will find it difficult to not have complete authority. He also has a reputation as a manager to protect. And independent directors. Even though he controls the majority of the vote, he, and those directors, have a duty of care to the other shareholders – which by the way includes care for his own reputation, which is worth a couple of p/e multiples. Isn't that right, Andrew?”

Andrew nodded.

“Joe knows he cannot go wandering off helping Shiva run his empire,” Judy continued, “unless his market cap is protected and there is an upside for his shareholders. I suspect that's what he's sitting out there in the garden thinking about. I suspect Joe would like to just do the deal Andrew brought them and see how that works out.”