"I want it today," Fred said. "I want you to go and get it yourself, and I want you to read it before anyone else does, and I specifically want you to read the valuation appendix and compare it against the version in the regulatory filing, which I believe we also hold." He turned the photocopied page around so that she could read it, and he watched her read the heading lines and the first sentence, and he saw her arrive, as he had arrived, at the arithmetic that followed from it.
"Who is E. Stadler?" she asked, though the name was filed somewhere in the bank's memory that she had absorbed by osmosis, the way counsel absorbs everything.
"He was the chief internal auditor. He refused to certify the conversion valuation, and within a month his own department was found to have irregularities, and he retired in disgrace and died in 2001. His widow has been sitting in our lobby every Monday since March, asking for ten minutes with me. Yesterday she got them." He paused. "She tells me the bank should open its own archive first, before she opens hers. That struck me, at about three in the morning, as the most reasonable ultimatum I have ever received. So we will."
"Fred." Laura said it quietly, with the whole of her profession inside the word. "If that memorandum is accurate, the exposure is not reputational. A defective conversion โ a conversion procured on a materially false appraisal โ has remedies. Rescission remedies. Twenty-seven years of limitations arguments, laches, reliance, an entire cathedral of defenses, and I will build it if you instruct me to build it. But you should know you're instructing me on the steps of the cathedral."
"I know where I'm standing," he said. "Go and get the file, Laura. Read it as my counsel and not as my shield, and come back and tell me what the bank did. That's the whole instruction."
The records center was a windowless building out by the airport, full of the bank's paper century, and the conversion file ran to eleven boxes. Laura had the first four brought to the review table and went through them the way she had been trained, index first, correspondence second, instruments third. The board minutes of 1998 were typed and bound. The conversion plan was there in its final form, with the subscription schedule โ she read the allocation list with a pencil in her hand, out of old habit, and found the Ames Family Trust in the second position, and did not let her face do anything at all. The regulatory filing was box three: the application, the appraisals as submitted, the approval. She set the appraisal volume aside and opened box four, which the index described as *Appraisal โ working papers and drafts*.
The draft appraisal was bound in the Chicago firm's gray covers. It was the same document as the filed appraisal for one hundred and forty pages โ the same letter of transmittal, the same methodology, the same comparable sales. Then she reached the valuation appendix, where the institution's own real estate and loan portfolio were carried to their concluded values, and the numbers changed.
She did what she would later describe, in the review room, as the least professional thing of her career: she sat in the records center with her pencil frozen and read the two largest parcels twice, and then she laughed once, out loud, in the fluorescent quiet, because it was either that or something worse. In the draft in her hands, the two arena-district branch parcels were valued at figures that reflected the city's announced development โ figures roughly *three times* the values carried into the filed appraisal, where they appeared at their old assessments, as if the arena had never been announced, as if time had been instructed to stop for exactly those pages. This building โ the 1924 building, the one she walked into every working day โ was valued in the draft as a functioning landmark headquarters. In the filing, it had been reduced to its lot, less demolition. And clipped to the draft appendix, with a paper clip that had left a rust shadow shaped like a small, patient mouth, was a routing slip in the bank's old format: a request, dated three weeks before the filing, typed, originating in the Office of the President, initialed in a hand she recognized from the framed photograph in the chairman's office, instructing the file room to *substitute revised appendix pages for the appraisal volume prior to submission, and to retain superseded pages in working papers*.
Retain superseded pages. She read it three times. The slip was not an order to destroy โ whoever wrote it had wanted the honest numbers preserved somewhere, findable, the way a man leaves a light on in a house he is robbing, out of some superstition about total darkness. Or perhaps, she thought, sitting among eleven boxes of the bank's memory, it was simpler and worse: nobody in 1998 had believed that the working papers would ever be read by anyone with the authority to be angry about them. The drafters of the theft had filed it under the assumption that the future was theirs.