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Authors: Sarah Caudwell

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In response to Julia’s sympathetic enquiry, she described the incident which I had lately witnessed in the Clerks’ Room: the young man who had fallen from the ladder was the carpenter recently engaged by her Chambers to install new cupboards and bookcases—he had experienced, it seemed, a sudden impulse to measure something; the gentleman on whom he had fallen was her most valued client.

“The carpenter?” Julia looked anxious. “Do you mean the young man with the eyelashes and the Renaissance mouth? Oh dear, I do hope he didn’t hurt himself.”

“The carpenter,” said Selena, “is a fit and agile young man who spends half his time climbing up ladders, and the other half, I dare say, falling off them again. A more suitable object of your concern would be my unfortunate client, who is a merchant banker in his midsixties, with very limited experience of being fallen on.”

It was plainly regrettable that such a person, no doubt frequently in need of the advice of Chancery Counsel and no doubt with ample resources to pay for it, should incur the smallest inconvenience in the precincts of 62 New Square. Still, he did not appear to have suffered any serious harm: neither Julia nor I could believe that he would deprive himself, on account of so trifling a misadventure, of the benefit of Selena’s advice.

“Hmm,” said Selena, wrinkling her nose, seeming to draw little comfort from our encouraging remarks.

It soon became clear that the true cause of her dissatisfaction with the afternoon was not the incident with the carpenter and the ladder, which had merely, as it
were, added a final flourish to its vexations. Her conference with her client had gone badly: that is to say, she had been unable to assist him with the problem on which he had sought her advice. She felt that he was disappointed in her.

“What kind of problem was it?” asked Julia, preparing to be indignant on her friend’s behalf.

“He wants to retire from the chairmanship of his bank, and doesn’t know whom to nominate as his successor.”

“Oh, but that’s absurd—it’s obviously not a legal question. How can he expect you to advise him about that?”

“Well, there’s slightly more to it than that. He has reason to believe that one of the two potential candidates—this is all, I need hardly say, in the strictest confidence.” She paused to settle herself more comfortably in the armchair and looked, for some reason, rather severely in my direction. “Well, I shall name no names. My client, whom I shall refer to as ‘my client,’ is the Chairman of a small but highly respected merchant bank, which I shall refer to as ‘the Bank.’ On his retirement, his voice will be decisive in the appointment of his successor. There are two possible candidates, both already members of the board of directors, whom I shall refer to as ‘A’ and ‘B,’ though those are not their real names. My client has reason to believe that one of them has been guilty of… rather serious misconduct.”

She again fell silent—the details were apparently almost too shocking to be spoken of. Julia raised an eyebrow, inviting her to continue.

“The business of the Bank, as you’d expect, includes advising on takeovers—if one company’s thinking of
taking over another, it goes to the Bank for advice on how to go about it and how much to offer. In theory the client company makes the final decision, but in practice the Bank’s advice is almost always acted on. And, as of course you know, the announcement of a takeover bid is usually followed by an increase in the price of the shares of the target company—sometimes quite a dramatic increase. So you see, Hilary, one way for you to get very rich would be to find out in advance what the Bank was going to recommend.”

“My dear Selena,” I said, “it’s most kind of you to think of it. I suppose there’s a snag of some kind?”

“Well, the snag is that the Bank goes to a good deal of trouble to make sure you don’t. It operates, as my client likes to put it, on the basis of a need-to-know system. So buying ice cream for the office boy or chocolates for somebody’s secretary, or even dinner at the Savoy for a senior executive, won’t do you any good, because they won’t have the information you need. My client, until a week ago, believed these systems to be entirely effective, and lived, in that belief, a happy and contented man. But then …”

“But then?” said Julia, perceiving some further encouragement to be expected.

“But then one of the Bank’s computer people, having nothing better to do and some exciting new software to play with, decided to do an analysis of the takeovers which the Bank had been involved in over the past two years. And the results were rather disturbing, because they showed that in at least eight cases there had been a significant increase, immediately before the bid was announced, in the buying of shares in the target company.”

“Phew,” said Julia. “And no one had noticed? Not the Stock Exchange or the Department of Trade or anyone?”

“Well, not so far. It’s really rather a lesson in the value of moderation. You see, if you look at each case separately, the amounts involved weren’t enough to set any alarm bells ringing—never more than one hundred thousand pounds. It’s only when you notice that it’s happened several times to the same bank—”

“Once may be a misfortune, twice looks like carelessness, and eight times—”

“Really must be insider dealing—which of course is not only most improper but a criminal offence. And the only people who knew about all eight takeovers, apart from my client himself and his personal assistant, who has been with him for twenty years and can be trusted, he says, absolutely, are his two potential successors. That is to say—A and B.”

The discovery placed her client in the most painful dilemma. Could he leave the Bank, at the conclusion of a long and honourable career, in hands which might be guilty of such a crime against the laws of England and commercial honour? Unthinkable. Equally so to instigate any official enquiry by the Stock Exchange, which might well of itself prove ruinous to the Bank’s reputation and interests. The only solution to his problem was to identify the person responsible; but in this Selena had been unable to assist him.

“And I suppose one might say that it’s unreasonable of him to expect me to. But you see, he first came to me about a fairly minor matter that I happened to be able to help with and he was evidently rather impressed. Since then he’s behaved as if asking my advice is an
infallible solution to every problem, which is the sort of attitude one likes to see in one’s clients and has had a very invigorating effect on my bank balance. So I don’t want him to be disillusioned with me.”

“So far as I recall,” said Julia, “the specialities mentioned under your name in the Law List do not include clairvoyancy You are, it is generally agreed, unrivalled in our generation in your knowledge of the Companies Acts, but you are not Madame Louisa.”

“No,” said Selena. “Who is Madame Louisa?”

“Madame Louisa writes the astrology column in the
Daily Scuttle
and has amazing gifts. She predicted this morning, I remember, that you might have frustrations in the workplace.”

“I would say,” said Selena, “that her gift is for understatement. What did she say about you?”

“That I might feel anxious about a business transaction, perhaps involving a relative, and that legal advice would be helpful. That too turns out to be an amazingly accurate prediction, though I’m hoping that in this case the advice in question will be my own.” Julia related the disagreement between her aunt and the unhelpful young man from the Revenue.

“But Julia,” said Selena, looking puzzled, and with the diffidence of one perhaps trespassing on a friend’s area of expertise, “what about the individual exemption? Aren’t the first six thousand pounds of capital gains in a fiscal year exempt from tax?”

“Yes, of course,” said Julia. “That’s why people so often forget that capital gains tax exists—the gains of the small private investor are usually covered by the exemption.”

“But then—”

“The claim to tax is on the gains over six thousand pounds. Unfortunately, all the gains were realised in the same financial year.”

“On an initial investment of fifteen hundred pounds?”

“Yes, about that.”

“But Julia, that means that the gains over the year must have been of the order of one thousand percent.”

“Yes,” said Julia. “Yes, when you look at it like that, it’s rather impressive, isn’t it?”

“Over the same period,” said Selena, “the most successful of the investment trusts made gains of just under thirty percent. How on earth did she do it?”

“Just a minute, I’ll show you the list of the shares she bought.” After a relatively brief search among the papers on her desk, Julia found what she seemed to be looking for and handed it to Selena. “But she obviously didn’t tell the man from the Revenue that she was investing on behalf of herself and two other people. If she’d told him that, I don’t see how he could dispute that they’re entitled to three exemptions. So as long as Maurice and Griselda haven’t incurred any other chargeable gains, and as long as the chap from the Revenue doesn’t try to say—”

Selena was looking at the sheet of paper in her hand with an expression of perplexity, one would almost have said of dismay.

“Julia, are you quite sure this is the list your aunt sent you?”

“Yes,” said Julia. “Why shouldn’t it be?”

“Earlier this afternoon, my client handed me a list of the companies which appeared to have been the subject of insider dealing. And all the names on her list are also on his.”

2

IN THE CAFÉ
where I breakfasted on the following Tuesday, on my way to the Public Record Office, someone had left a copy of that day’s edition of the
Daily Scuttle
, open at the City page. A photograph at once caught my eye: I could not fail to recognise the cherubic features of the gentleman I had last seen on the floor of the Clerks’ Room, in the involuntary embrace of the young carpenter. I made haste to read the accompanying text.

Sir Robert Renfrew, the Chairman of Renfrews’ Bank, is pictured here making his speech of thanks at a dinner held last night in the Guildhall by the Worshipful Company of Thimble and Buttonhook Makers at which he was the guest of honour.

Sir Robert, who is sixty-seven, had been widely expected to use the occasion to drop a broad hint or two as to the identity of his probable successor, a subject on which there has been considerable speculation in the City. Instead, however, he seemed at pains to make it clear that such speculation is premature:
he mentioned that he was in excellent health and emphasised that he was enjoying his job more than ever.

Renfrews’ is still a family bank, something of an anachronism in the era of multinational giants. Since its foundation early in the nineteenth century the chairman has always been either a Renfrew or an Albany, the two families being closely linked by marriage. Traditionalists, who include some of the bank’s most valued and prestigious clients, hope that Sir Robert’s successor will be the present deputy chairman Edgar Albany, fifty-one, educated at Eton and Cambridge and a direct descendant of the bank’s founder.

It is thought, however, that most institutional investors would prefer to see Renfrews’ facing the twenty-first century under the chairmanship of Geoffrey Bolton, the very able forty-eight-year-old director of corporate finance. Born and brought up in Lancashire, Bolton was wooed back to London five years ago from the Leibnitz Bank of New York to revitalise an investment department which had frankly ceased to sparkle. His success in this area is a personal triumph for Sir Robert, who was directly responsible for his recruitment.

It was thus, entirely by chance, that I first learnt the identity of Selena’s client and something of the two men whom he suspected.

The remarkable coincidence that the names of the same companies appeared on both their lists had at once seemed to Selena and Julia, too remarkable to be a coincidence: they thought it virtually certain that Ricky Farnham had obtained his information from someone who was in some way involved in the insider dealing.

This had placed them in something of a dilemma. They had reached their conclusion on the basis of evidence obtained from two separate and confidential sources: what use, if any, could properly be made of it in connection with the problem troubling Selena’s client? None, it went without saying, which might cause Mrs. Sheldon the slightest embarrassment; but there could be no harm, thought Julia, in adding a tactfully worded paragraph to her letter, asking if her aunt by any chance happened to know the source of Ricky Farnham’s information.

I wondered, as I walked along Chancery Lane towards the Public Record Office, whether she might by now have received an answer. The report in the
Scuttle
had awakened in me a greater degree of curiosity about the insider-dealing affair than I had felt when the two suspects were merely letters of the alphabet. I looked forward with interest to learning whether Mrs. Sheldon could shed any light on it.

Selena had kindly invited me to a meeting of the 62 New Square Chambers Restoration Committee, which was to be held at lunchtime in the Corkscrew. The Committee, I gathered, consisted of the three most junior members of Chambers—Selena herself, Desmond Ragwort and Michael Cantrip—and was responsible for the overall organisation of certain building works intended to be carried out in Chambers during the Long Vacation. The meeting was also to be attended by a representative of their neighbours in 63 New Square—that is to say, Julia. The proceedings were to include lunch: it was in this aspect of them that I was invited to participate.

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