Wallace Finn was reading the paper when Mark walked in. He stirred as if mildly startled. “What can I do for you?”
“I’ve been thinking about the Harper case,” Mark said. “I didn’t get as much done down in Virginia as I’d hoped.”
“No?”
“I got called back for this Hubble Chemical thing. Had to go to Texas.”
“Oh,” said Wallace. “Hubble.” He folded the paper and laid it on his desk, then marked a story with a forefinger. “You see this about Parkwell?”
“No,” said Mark. “I didn’t see it. What’s the story?”
Wallace shrugged. “Parkwell made a bad bet on interest rates,” he said. “Trying to hedge some of their trading exposure, but it went the wrong way. Probably they didn’t quite understand what they were getting into. That’s what happens with derivatives. So, suddenly they’re looking at billions in liability, which they may not be able to cover. The rating agencies don’t think so, anyway.”
“That’s too bad,” said Mark, bemused.
Wallace nodded. “It looks like their debt is going to be downgraded, which will trigger default provisions in the swap agreements they still have open. That’s going to saddle them with more liabilities, which they definitely won’t be able to pay. It’s like a run on a bank. That’s what kills you, when people stop believing. There’s not a corporation out there that can survive a loss of confidence. The whole thing comes down like a house of cards. Not that Parkwell was any more unstable than any other
corporation, but all of them live on public faith. This is going to make Hubble look like small potatoes.”
“Well, at least no one’s died.”
“That’s one of the nice things about corporate law,” Wallace said. “You never have to think about dead people.” A wave of his hand took in the Lucite blocks on his desk, the black leather-bound volumes on his bookshelves. Mark peered at the legends on the thick spines. An Offering of Convertible Debentures by Rossman Incorporated. A Sale of Substantially All the Assets of Leftronic Corporation. “That’s twenty years of my life right there. A lot of it was for Parkwell. Tony Streeter and I spent the better part of two years setting them up in the early nineties. That was one of the last deals I worked.”
“Right,” said Mark, feeling a need to reassert control over the direction of the conversation. “So as I was saying, I think there’s some more work that needs to be done in Virginia. I’d like to take a look at some of the state’s evidence, conduct a few more interviews.”
Wallace nodded. “Go ahead, if you’ve got the time. Do you think you have anything?”
“I don’t know,” said Mark. “At the moment, all I have are questions.”
“There are always questions,” Wallace said, his smile commiserating. “I’ve seen a lot of these cases, and almost every one of them has had real questions. What’s harder to find is a judge who cares what the answers are. Most of the time, you just never find out. You understand that, don’t you?”
“Yeah. I was just thinking I might be able to turn up something.”
Wallace nodded encouragement. “Do it,” he said. “Go there. Talk to people. Just don’t expect too much. If you put too much of yourself into this work, it rips your heart out. Makes me long for the days when my clients were immortal.”
“What?”
“You know, corporations. That’s one of the basic corporate attributes. Infinite life. We used to joke about it in law school. If the state can make corporations live forever, why can’t they do it for the rest of us? I suppose you have different jokes now.”
Mark thought. Nothing occurred to him, then something about a blonde in a convertible. If the state can make corporations live forever, why is it in such a hurry to kill Wayne Lee Harper?
“I guess I’ve come full circle,” Wallace said. “Now I’m doing pro bono and all my clients end up dead.” He lifted his head. “See what you can do. And good luck.”
Mark shut the door behind him; Wallace looked back at his paper. Idly he drew from his vest a pocket watch on a gold chain and consulted the dial. The watch had stopped years ago, but he still looked at it from time to time, curious as to how far wrong it was. Twice a day it was right, but he’d yet to catch it. Nine in the morning was no longer within his working hours; nine at night found him in bed. In the midafternoon heart of the workday the hands seemed almost ludicrously out of step. Still, Wallace thought, it was almost certainly past three. The worst was over for the day; the watch was getting better, slowly approaching its moment of perfection.
He wished he could say the same for himself. Parkwell was in crisis, blood in the water. Infinite life didn’t really make corporations immortal; it just ensured that they didn’t die of natural causes. When they grew too weak to carry on, they were torn to pieces by creditors. Ten years ago, maybe even five, he’d have been the first person they called. Now no one called; now he sat in his office and waited for associates to update him on the progress of their hopeless cases.
It was a circle, in a way. Securitization had been law’s response to the end of junk bond financing, another way to make borrowing easy for less established companies. It was his response, his brainchild, and as they plotted out those first deals, unsure whether any of it would hold up in court, he’d felt a more than mortal power. Redistributing risk, that was one way to look at it. Aggregating risks that had been distinct, yoking lives together. Separating those that had been linked, dividing the company from itself with the blade of law. He’d carved with a surgeon’s precision, spinning fates from his hands. Cheating death, that was another. Bankruptcy liquidation was what the lenders feared, all the company’s assets pooled to satisfy overwhelming liabilities, no creditor receiving close to what was owed. But if you could separate assets out, prevent them from being drawn into the bankruptcy process, the threat was less awful. Lenders would be indifferent. Death, where is thy sting?
Perpetual motion was what it seemed like to the captains of industry, a foolproof way to add value to their companies. Wallace knew that wasn’t true. Some people were made worse off, those who had claims
against the company but hadn’t been able to negotiate them. Involuntary creditors, people whose rights were the product of accident rather than bargaining. Still, those were heady days. The practice took off, and perpetual motion was what it felt like to him, struggling to cope with demand no other firm yet had the expertise to fill.
He didn’t know what Mary thought of it, until she left. That showed him clearly enough. And that was when Wallace had understood that you can’t cheat death. You can’t eliminate risks. You can only shift them around. You can decide what you will lose and what you will keep.
He’d made the choice, not knowing he was making it. And he’d tried to carry on with what was left, even after the heart attack, after the doctor’s orders cut his hours. He’d taken dancing lessons by himself for a while, reaching out for a new life. But the lessons started to seem pointless; the new life eluded him and was now beyond his grasp. He was not the man he’d been. Age saved itself up and came at you in a rush. He still dressed carefully, more from habit than anything else, but he missed things a wife would notice. His tie outside his collar, his socks not matching, a belt that skipped two loops. He’d discover them in the bathroom mirror at midday; sometimes his secretary would make a cautious gesture.
You can’t decide what you will keep, he was realizing now. You can decide only what you lose first, for in the end you lose it all. Pain and infirmity waited in the future, with the patience of the ineluctable. A package with his name on it, a label. Do not open until … when? It could come any day now.
Even the memories were less comfort as the years went by. Securitization had been a clever creation, but Wallace wasn’t sure he deserved credit for it. The firm itself had shown him how it was done. It took the bright young lawyers and walled them off from the claims of society. The world was safe for business, with its guaranteed access to the best minds. Come what may, the corporations would not lack for legal advice. And who was worse off? Who bore the risk? Someone always did, and since he’d been placed in charge of the pro bono practice Wallace had realized who it was. The people who hadn’t negotiated their interaction with the legal system, who were caught up in it against their will. They were the involuntary creditors of the law, and they had no one to turn to.
That was the circle, and at times he saw some humor in it. For what he was doing now with the pro bono practice was a piecemeal unlocking
of the structure the firm had created. He sent lawyers out into the world. He made them available to everyone; he exposed them to risk.
The firm was unenthusiastic. Peter Morgan would have called pro bono a necessary evil had he been convinced of its necessity. The associates resisted too, understandably. Lawyers were notoriously risk-averse, and they had billable-hour targets to meet. And Wallace wondered sometimes whether action on such a small scale could make any sort of difference. Most likely it couldn’t; that was why they’d put him in charge. An old man, a succession of hopeless cases. He looked once more at the watch in his hand. Getting better, he thought, but still such a long way to go.