The Partner Track

A Novel

Helen Wan

St. Martin's Press

ONE
 
 
The Parsons Valentine dining room—affectionately known as the Jury Box—resembled nothing so much as a high school cafeteria, writ large. We were all older, sure, with expensive haircuts and finely tailored suits. The food was a lot better, and it was served on fine china, classic white with a platinum border. And then there was the view. Instead of a track or a football field, our windows overlooked the grand expanse of Fifth Avenue and Central Park. No trophy cases or spirit banners, either, just a vast Ellsworth Kelly painting and a few signed Chuck Close prints adorning the otherwise stark white walls. But these were just trophies of a different sort.
At Parsons Valentine & Hunt LLP, every step you took was a carefully calibrated decision, right down to where you sat at lunch—especially the year you were up for partner. The powers-that-be took meticulous note of who was allied with whom. If you regularly sat at a table to gossip and gab with other associates, it telegraphed lazy and unambitious. If you sat only with partners, it screamed brownnoser. Sitting off by yourself, not surprisingly, was the worst kind of professional suicide—you might as well walk around wearing a big SOCIAL LIABILITY sign around your neck. And the worst thing you could be at Parsons Valentine was unpresentable.
At lunch in the Jury Box, we were spoiled for choice. I navigated my way around the freshly stocked salad bar, past the sushi chef, deli counter, brick-oven pizza and teppanyaki lines, and stopped at the hot entrée station. Mason, the firm’s executive director of Dining Services—he’d apprenticed at Le Bernardin—was standing behind the sneeze guard, wearing his chef’s hat and a crisp white apron. Mason was one of my favorite people at the firm. He’d once sent a steak sandwich to my office when I was stuck on a late-night conference call. I’d never forgotten it.
“Hey, Mason, what are you pushing today?” I asked.
“Well, well. Ingrid Yung. My favorite customer.” He gestured with a flourish at the row of silver chafing dishes. “Today we’ve got some beautiful seared ahi tuna steaks with avocado tartare.”
“Hm. Sounds healthy.”
“And over here I’ve got my famous spicy three-cheese lasagna.”
“Sold.”
I walked my lasagna and a Perrier over to the cashier line. The guy in front of me, some fourth-year Litigation associate I’d never spoken to, was busily scratching a client matter number onto a checkout form with a stubby yellow golf pencil.
Parsons Valentine attorneys had the option of paying for our Jury Box meals in one of two ways: cash from our own pockets, or charging it to the client whose matter we were working on. We were supposed to do this only when working late and bringing dinner to our desks, but a lot of lawyers just charged their meals whenever they felt like it. This meant that Microsoft might be springing for your breakfast bagel, while Time Warner picked up your turkey club at lunch. I always just paid cash. It was faster, not to mention more honest.
I picked up my tray, entered the dining room, and surveyed my options.
Jeff Murphy half-stood from his table, waving me over to where he sat with Hunter Russell, another associate in our class. Good old Murph. He was one of my best friends at the firm. We’d shared an office as summer associates, exactly nine years ago this month. Frankly, I hadn’t expected to like him much at first. I’d taken one look and assumed he’d be too entitled for my taste, the worst kind of irritating, backslapping, how-the-hell-are-you frat boy. But he’d grown on me. Murph was a smart guy, despite the rich jock pedigree.
I set my tray down next to his on the starched white tablecloth and pulled out a chair. I nodded at Hunter, who barely glanced my way, thumbs frantically working the keys of his BlackBerry. Hunter loved his BlackBerry. It gave him the appearance of responding to urgent client messages while he checked his Fantasy League Baseball stats.
“What’s up, Yung?” said Murph, jostling my elbow. He grinned at me, and I looked sidelong back at him.
Murph was a good-looking guy, and he knew it. I was reminded of this once again, seeing him in his crisp white dress shirt, open at the throat, sleeves rolled up, his tanned, muscular forearms lying easily on the table. His wavy, dark blond hair just brushed the top of his collar, and his new tan set off his eyes to brilliant effect, making them look even greener than usual. Murph’s family had a house on the Cape, and he spent a week there every Memorial Day. He’d just gotten back, and he practically glowed with privilege and well-being.
Murph and I had once had something of a moment, you might say, years ago. When you hire ninety-five young, smart, attractive, ambitious people every fall, who’ve all just graduated from the same five law schools and landed in Manhattan, and then make them work twenty hours a day together in close quarters, there’s obviously going to be sexual tension. Back when we were first-years, Murph had thrown a huge Halloween party at the loft he shared in Tribeca with one of his college buddies. I hadn’t really wanted to go, and I didn’t have a costume, but all the other associates in our class were going, and there was nothing I hated more than feeling left out.
So at the last minute, I rushed from work to my apartment and threw on my high school prom dress—the one I’d worn the night I’d been crowned Potomac Valley High’s first-ever Asian American prom queen. (Oh my! Mrs. Saltzstein, the guidance counselor, had gushed. She’d heard of Oriental valedictorians before, but never a Chinese prom queen!) The dress was a strapless pink taffeta number. The zipper took some coaxing, and I was mushrooming a little out the top, but damn if I didn’t still look pretty good in that thing.
By the time I cabbed downtown to Murph’s loft, the party was in full swing.
“Yung!” said a very drunk Murph upon greeting me at the door. He was dressed as Pope John Paul II. We air-kissed—funny how being at a party makes it okay to air-kiss your co-workers—and he led me to the drinks in the kitchen. Many hours and margaritas later, Murph, Hunter, Hunter’s wife, and I were huddled around his CD collection (this being before the iPod age) and someone put on “Son of a Preacher Man.” Murph looked at me, bleary-eyed, and said, “Yung. What are you wearing?” I batted my lashes and purred, “My prom dress.” Hunter’s wife threw back her head and laughed. “What about some fake hickeys? You can’t be a prom queen without the hickeys!”
Without missing a beat, Murph volunteered to provide the real thing, and before I could think better of it, Murph bent over my bare neck and shoulder and did the honors while I leaned back against his Sharper Image CD tower. I remember being surprised at the warmth of him, and how good the burr of his late-night stubble felt against my skin. It tickled, and I was laughing, and Dusty Springfield was singing that being good isn’t always easy, but when Murph stood back up and gazed at me with a deadly serious, intensely hopeful look on his face, I realized I’d made a grave mistake. Sure enough, later that night, as Murph helped me look for my coat among the huge pile on his bed, he fixed me with a solemn if drunken gaze and leaned in toward me at a deliberate angle. I gently disentangled myself and pretended to laugh it off. “If only you weren’t dressed as the pope,” I’d said, the easiest way I could think of to let him down lightly. This was Murph, after all; he was like my brother. Furthermore, everyone at work knew he was an incorrigible flirt. Monday morning we both acted like it had just been the tequila talking. That had been eight years ago. We’d never spoken of it since.
“Health food?” Murph asked now, nodding toward my plate.
“Shut up, it’s delicious,” I told him, and took a huge bite of lasagna.
I did not appreciate Murph or anyone else scrutinizing what I was eating. It always felt, just a tiny bit, like I was back in my fourth-grade cafeteria, shyly unwrapping the scallion pancake or shrimp toast my mother would pack in aluminum foil in my lunchbox. “What’s that?” Becky Noble would wrinkle up her nose, her own tidy baloney-and-cheese sandwich raised halfway to her mouth, causing all of the other girls to giggle. Years later, on a blind date at the Campbell Apartment, my twenty-dollar martini had arrived alongside an appetizer of those same scallion pancakes, cut into dainty bite-size triangles and served with a ginger-soy dipping sauce. My blind date—an anesthesiologist named Ethan—pushed them toward me. “Try one. These things are amazing,” he enthused, popping one into his mouth. “They are good, aren’t they,” I replied, smiling vaguely and wondering what had ever happened to Becky Noble.
Murph shook his head at me. “I swear I’ve never seen a woman eat so much and still be a size two, Yung.”
I shrugged.
Here was another thing about all the male attorneys I worked with. They all called me by my last name, Yung, instead of by my first name, Ingrid. I wondered if some of them even knew what my first name was. But I didn’t mind this. I’d been in the corporate world long enough to know that it was a good sign. When they felt comfortable enough to swear like sailors around me, I knew I was finally in.
I looked over at Hunter. He was hunched over a piece of paper, scribbling on some sort of cryptic sketch that looked like a tree.
“What’s that?” I asked.
“Huh?” Hunter looked up. “Oh. I’m doing our softball brackets. See?” He slid the paper toward me. “This is how the season’s shaping up. Wachtell’s out. All we have to do now is beat Simpson Thacher in two weeks. And trust me, we will. They suck this year. So if Davis Polk takes down Skadden next week, and then they knock out the DA’s office after that, we’ll face them in the finals.” He beamed.
Murph looked at me. “Glad you asked?”
Hunter was captain of our firm’s softball team, the Parsons Valentine Prosecutors, and he was obsessed with winning the Central Park Lawyers League championship trophy. He spent twice as much time on softball captain duties as he did on legal work, but Hunter could afford to. He was pretty much unfireable. Nine years ago, during his final year of law school, he’d had the good fortune to knock up the daughter of a longtime Parsons Valentine client. This bank CFO had promptly forwarded Hunter’s résumé to the head partner in our Corporate Department with a lunch invitation and a handwritten note, gently suggesting that his new son-in-law was sure to be an asset to any firm. Hunter was hired the following week. He’d been here ever since, billing about two-thirds of the hours the rest of us did. We grudgingly accepted him in our midst. We knew they’d never actually make him a partner—the firm was too worried about malpractice for that—but he was assured a cushy job as a senior associate or Of Counsel for as long as his father-in-law’s bank kept paying its bills.
“A word to the wise,” Murph said in a lowered voice. “I hear Adler’s looking to staff some monster deal. If you see him around, look busy.”
We usually got assigned to deals at the Corporate Department meetings, so the process could appear fair and transparent, but sometimes partners just randomly trolled the halls looking for help. If you had too clean a desk or were blatantly surfing the Web when a partner poked his head in your office, you’d be slapped with a new deal. This was known, resentfully, as drive-by assigning.
“That’s not Adler’s MO,” I said. Marty Adler was the top rainmaking partner at Parsons Valentine, the real deal. He didn’t need to troll the halls. Associates wanted to work with him. If he liked you, he could make your whole career.
Murph shrugged. “Look, believe what you want. I’m just the messenger.”
“Speak of the devil.” I nodded toward the other side of the room. Marty Adler, Harold Rubinstein, Sid Cantrell, and Jack Hanover—heavy hitters, all of them members of the firm’s Management Committee—were rising from a table and pocketing their BlackBerrys. (Partners left their trays on the table for the dining room staff to clean up. Associates bused our own.) We all watched as this gang of four exited the Jury Box through the glass doors and stood talking in front of the elevators. Adler was gesticulating wildly about something. The others were nodding in agreement, apparently unaware that all of the associates were looking on.
I took another bite of lasagna. This brand of naked, unabashed partner worship amused me. We were senior associates, on the verge of our own partnership votes, and yet we still accorded the partners a distant, irreverent kind of celebrity—sort of like the way kids talked about their teachers in junior high. Partners walked among us. We worked alongside them. We talked to them every day. But despite this charade of equal footing, they remained shrouded in mystery. They were beings to be scrutinized and revered, hated and loved—and gossiped about. We were all expected to call them by their first names to their faces, but in private, we bandied about their last names only, as if they were baseball trading cards.
We watched as the four partners disappeared into an elevator.
“Well, back to the grind,” said Murph, balling up his napkin and tossing it onto his tray. “I’ve got a ton of shit to do today.”
Hunter pushed his chair back from the table and stood. “Yeah, I guess I should get going, too.”
Murph glanced at me. “Hey, you don’t mind, do you? You want us to sit with you til you’re done?” Actually, I did mind. Eating alone in the Jury Box made me feel like my cover had been blown. But I couldn’t tell them that. “Go, go, I don’t mind,” I said, shooing them away. “See you guys later.”
I took two more bites of Mason’s spicy three-cheese lasagna and stood to bus my tray.
*   *   *
My office was on the thirty-first floor, along with those of the other senior M&A associates. Hunter’s office was the first I passed on my way from the elevator bank. HUNTER F. RUSSELL, read the polished brass nameplate. Next to Hunter was Murph, and next to Murph was a seventh-year named Todd Ames, who’d had his name legally changed from Abramowicz while still in law school. For ease of spelling, I’d once heard him explain.
Hunter’s, Murph’s, and Todd’s offices were all clustered together on the good side of the building, in a stretch of hallway known as Fraternity Row. They had scored these sweet offices with their panoramic views by flirting shamelessly with the firm’s office logistics coordinator, Liz Borkofsky. It was rumored that Liz had taken this job in hopes of snagging a male attorney, any male attorney, on track for partner. Finally, last winter, she’d gotten engaged to the firm’s slightly shy, balding director of IT. The joke went around the office that Liz had slept her way to the middle.
I rounded the corner and got to my own office. It was nice enough, but it faced Madison Avenue, not the park. I’d tried to make it a comfortable place to spend my waking hours, since we did spend almost all of them here. I’d brought in a cheerful vase that I kept filled with fresh flowers. Vintage travel posters for the walls. And a framed photograph of the Manhattan skyline that I’d once taken from the Brooklyn Bridge.
Margo was just getting back from her lunch break. Ridiculously, secretaries were not allowed to eat in the attorney dining room. Margo brought sandwiches from home and ate them in the park.
“Hey, Margo,” I said. “How is it outside?”
“Hot and crowded,” she said, sighing. “All those European tourists, you know. They get the whole damn summer off.”
I loved Margo. She was one of the best secretaries at Parsons Valentine, and I was lucky to have her. (I’d lobbied to call her my “assistant” instead of “secretary,” but this had been roundly vetoed by the partners, for setting “the wrong kind of precedent.”) As a young associate, I’d had a few rocky starts with secretaries who hadn’t worked out, like chain-smoking Dolores, who had complimented my “very good English” the first time I’d dictated a letter. Explaining that I’d been born in Maryland didn’t help. After a few more choice comments—I’ve never been a big fan of sushi, no offense—I finally mentioned it to Human Resources, and Dolores had been swiftly reassigned to another practice group. The firm knew a walking liability when it saw one.
“Any messages?”
“No messages, but here’s your afternoon mail.” Margo handed me a stack of interoffice envelopes, the library routing copies of The Wall Street Journal, the Financial Times, and the New York Law Journal, along with a dues notice from the City Bar Association.
The phone on her desk rang. Margo glanced at it and signaled to me that it was my line. I leaned one hip against the ledge in front of her desk and waited, rifling through my mail.
“Good afternoon. Ms. Yung’s office,” Margo said into the receiver. “Hold on, please, I’ll check.” She clicked on the mute button and blinked up at me. “Are you here for Marty Adler?”
Everyone was here for Marty Adler. “I’ll take it in my office.”
“She’ll be right with him,” said Margo to Marty Adler’s secretary.
I walked into my office, nudged the door closed with my heel, and tossed my mail onto the credenza. A tingly adolescent glee bubbled up inside me. He called!
I sat down in my black swivel chair and grapevined my legs around so that I was facing out the window. I took a moment to compose myself. Never mind Murph’s warning at lunch about a “monster deal.” I was very pleased that Adler was calling me. I had worked on a few small projects with him, but they hadn’t been any of his really high-profile deals. I’d dealt mainly with his senior associate and not Adler himself. Now, in my eighth year, I was the senior associate on my deals.
Associates were rarely called personally by Marty Adler to work on anything. This was news.
I cleared my throat and said in the mellifluous voice I reserved for partners and clients, “Hi, Marty, how are you?”
“Hold on,” said a woman’s gravelly smoker voice. “I’ll get him.”
Shit.
What an amateur mistake. Of course Adler was the type of man who waited until his secretary got me on the line before getting on himself. At $1,125 an hour, his time was valuable.
There was a beep, followed by Marty Adler himself. “Ingrid, hello,” he said. His voice was deep and growly, yet I had always thought there was something kind about it, too. I rather liked it.
“So,” he continued without preamble, “I’m wondering about your availability this month. Do you have any time coming up?”
“Well, Marty, I—”
“I’ll tell you why I ask,” he continued, as if I hadn’t spoken. “There’s a high-worth, highly confidential acquisition that’s just come into the office. Their usual M&A counsel got conflicted out, so this is a big win for us. It’s going to require a great deal of time and attention, and I’d be very grateful if you would be on my team.” This was a funny quirk about partners in law firms: When telling you to do something, they often said “I’d be very grateful,” as if you had a choice in the matter.
“Of course,” Adler went on, “the client wants it done yesterday. This deal’s on a rush timetable, so I’d need you to focus on it as your top priority. That is, if you’re able to take it on.” He paused a moment to let this sink in. He knew exactly what kind of opportunity he was dangling in front of me.
Chances to shine in front of Marty Adler didn’t come along every day, especially not mere weeks before your partnership vote. “I’d love to be on your team, Marty.”
“Wonderful,” he said, completely unsurprised. “Why don’t you come on up to my office, then, and I’ll fill you in on the deal.”
“I’ll be right there,” I said, and hung up.
Eeeeeee!
I did a happy dance in my swivel chair, spinning three full revolutions. I stopped and tilted my chair all the way back, feeling dizzy but exhilarated. Taking a few deep breaths to calm myself down, I gazed at the smooth cherry bookcases that lined an entire wall of my office.
I loved these shelves. They were home to the stacks and stacks of deal books I’d accumulated from every transaction I’d ever worked: mergers, asset purchases, asset sales, stock purchases, stock sales, all-cash deals, all-stock deals, stock swaps, recaps, roll-ups, reverse triangular mergers, forward backhanded mergers, around-the-ankle, behind-the-back, over-the-shoulder mergers. You could easily lose track of the names and hundreds of ways these deals could be structured. Half of this job was simply learning how to lob these terms around as casually as tennis balls.
I loved the closing of every deal. I could feel the power and influence that coursed through these conference rooms like electrical currents high atop the city. I loved listening to closing dinner toasts at Jean Georges or La Grenouille at the very moment that gazillions of dollars, or yen, or euros, were originating from somewhere and landing, through the miracle of wire transfer, in our clients’ bank accounts halfway around the globe. It was thrilling, the promise of such a world.
I walked over to my cedar wardrobe, opening the side with the full-length mirror. I checked my mascara and lip gloss and carefully retied the silk sash at the waist of my Audrey Hepburn–style sheath. Then, grabbing a pen and legal pad from my credenza, I fairly floated out to the elevator bank.
Marty Adler had a huge corner office on the thirty-seventh floor. I stopped at his secretary’s desk, expecting to have to give my name, but she glanced up and flashed me a familiar smile. “Hi, Ingrid. I’m Sharon. Nice to meet you. Mr. Adler’s expecting you. Go on in.”
“Thanks.”
I should have realized. Secretaries knew everything around here.
I rapped on the door once and pushed it open. Adler was sitting all the way across the room, in a green leather swivel chair, behind a massive antique mahogany desk piled high with stacks of paper and Redwelds. On the other side of the room, a high-backed couch and two antique chairs were nestled around a beautiful teak table with a conference phone resting on it. Enormous picture windows ran along two sides of his office and all the way to the ceiling, flooding the room with midday sunlight that glinted off the top of Adler’s shiny bald head. The long, low windowsills were cluttered with framed awards, plaques, photographs, and deal toys. Deal toys were the souvenirs—little trophies, really—given to mark the successful closing of a merger or acquisition. I loved collecting these. And wow, Adler had a lot of them.
“Come in, come in, Ingrid.” He came around the side of his desk, gesturing with his bifocals toward his couch. He was not a tall man, but he had heft. “Please sit.”
It seemed a long walk just to get there. I perched on the edge of the couch and positioned my legal pad demurely over my knees.
Adler lowered himself into a chair opposite me. “First off, I know I don’t need to tell you this, but this deal is still highly confidential.”
“Of course, Marty. No problem,” I said.
He leaned back, raised his arms, and clasped both hands behind his head, closing his eyes. Pale yellow pit stains tarnished his white dress shirt. I willed myself not to look directly at them. I did not like to be disillusioned.
“So,” said Adler, eyes still closed, as you’ve probably heard through the grapevine, we’ve just been retained by SunCorp, the energy conglomerate based in Houston.”
I nodded as though I had.
“They’re about to acquire a clean energy upstart, Binney Enterprises, for nine hundred million and change,” Adler went on. “They’ve been after them for a year and a half, and finally shook hands with the Binney people last week.”
I scribbled furiously on my legal pad. Adler talked very fast.
“SunCorp is a huge opportunity for us. It could lead to a lot more work in the energy sector.”
He looked at me to make sure I understood this deal’s significance; I nodded brightly.
“Now, Ted Lassiter—SunCorp’s CEO—expects this to be top priority,” Adler continued. “He’s coming in Thursday to meet with us. Whatever else is on your calendar, move it. They want to sign a binding term sheet ASAP so they can announce publicly at the close of the quarter.”
I raised my eyebrows. “But that’s less than five weeks away.”
“I know.” Adler blinked. “That’s why I’m counting on you to focus on this as your top priority, Ingrid.”
It would require Herculean efforts from a team of lawyers working around the clock to bring an almost-billion-dollar acquisition from square one to a signed term sheet on that timetable. “Absolutely,” I said. “I’ll give it a hundred percent.”
“Good. That’s what I wanted to hear.” Adler clapped both hands onto his knees and stood. This seemed to be my cue to stand, too. “Now, I told Ted Lassiter that after we meet with him Thursday, we’d get a preliminary draft term sheet to the other side by end of next week. Does that timing work for you?”
This was a rhetorical question.
“Of course,” I said.
“Great.” Adler smiled. “Oh, and Ingrid,” he added in a low voice, almost as an afterthought, “I want you to understand…” He paused conspiratorially.
Yes? Yes?? I realized I was actually holding my breath.
I hope you understand that I wouldn’t trust a deal of this magnitude to just any associate. You’ve impressed a lot of the right people around here, and we knew you’d be able to run with this.”
My heart gave a little leap. “I really appreciate that, Marty. Thank you.”
He fluttered his hand at me—de nada. As I turned to go, barely able to suppress the huge smile forming on my face, he added casually, “Oh, just one more thing, Ingrid. There’s a particular Corporate paralegal I’ve asked to assist on this deal. He just started here at the firm. Name’s Justin Keating.”
I’d never heard of him. “Oh, a newbie?” I said. “Wouldn’t it be better to get one of the senior M&A paralegals for this? I usually work with either Evelyn Griffiths or Joseph Cruz, and they’re both terrific. Really smart, and on top of everything.”
Adler looked up. Annoyance briefly crossed his face. “Justin Keating will be the paralegal on this deal,” he repeated. Then, just as suddenly, the grin was back. “From what I understand, he’s a very bright young man, eager to work hard and prove himself. In fact, Ingrid, I’d consider it a personal favor to me if you could show the kid the ropes. His father’s an old friend of mine, and a very good friend of the firm’s.” He looked at me significantly. “I’d love for you to take Justin under your wing. Really integrate him onto the deal team. I’d do it myself, of course, but, well, I’m looking incredibly busy this month.”
And I had just been tasked with taking a brand-new deal to announcement stage in less than five weeks’ time. No pressure, really.
“No problem, Marty,” I said. “It would be my pleasure.”
“Thanks, Ingrid. I knew the firm could count on you.” Adler sat back down behind his massive mahogany desk, signaling the end to our conversation.


 
Copyright © 2013 by Helen Wan