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Chapter 12 · free

Recusal

1,749 words · Collected in Full

On Thursday night, the back booth of Golden Wrapper held three women, a plate of dumplings, and a legal theory.

Mr. Lau had put out a fourth chair and then, with great dignity, taken it away. He disapproved of too many people, and approved of too much food, and so the table was crowded with food. Pork and chive. Prawn and water chestnut. A bowl of chilli oil the colour of a stained-glass window. Pinky had given up on the fork. She was eating with her hands, cross-legged on the bench, a gel pen in her hair.

Devika Sandhu sat across from Nia in a camel coat and the look of a woman visiting a pub she'd been told was dangerous. She had come at nine, and eaten two dumplings in total silence, and then pushed the plate away and said, "I think I'm having a good time. Is that normal?"

"It's the vinegar," said Pinky.

"It's the lawlessness," said Nia. "Right. Here is the problem."

She laid the sheet on the table, and turned it, so both could read. In her flat hand she had written:

*FRIDAY 5 PM. VIVIENNE GETS FILE. FILE = INES.*

"By five o'clock tomorrow, the General Counsel receives my full contractor file. My employment, my addresses, my references. My next of kin. If she reads *Ines Boateng* she will know, in under a second, who I am. She arranged it. She wrote the papers."

"So don't let her read it," said Pinky.

"I can't stop the request. It's lawful. It's legal's job to ask. What I can do is make her unable to receive it." Nia lifted her teacup. "She's the trustee of the L.H. Children's Trust. Which holds one hundred per cent of Brightwater. Which owes Halvard Group thirty-eight point six million dollars. Which is what Kestrel's been hired to collect. Do you see it?"

Devika's gaze sharpened. It did something Nia had seen it do when numbers first lined up: a quick inward flicker, like a slot machine clicking onto three of a kind. "She's on both sides of the table."

"She's the debtor's owner and the creditor's lawyer."

"That's a conflict."

"It's the oldest conflict there is," said Nia. "And everybody in that building has agreed not to see it for eighteen years, because she's too frightening to see. But governance has a rule. Any officer with a personal or fiduciary interest in a matter must declare it and be walled off. Halvard's own code of conduct says so. Section nine. I read it on the train."

"On the *train*," said Pinky, with awe.

"Section nine requires that the declaration be made to the audit committee chair. And the chair then decides whether the officer should be recused. If she is, then every matter touching Brightwater, including the contractor who's collecting it, moves out of her office."

"And her request for your file?"

"Falls with it. She can't request a file on a person whose work she's barred from supervising." Nia smiled, a small crooked thing. "It's very boring. That's why it works. A conflict declaration is the least dramatic piece of paper in the world."

Devika reached for her phone, laid it face down on the table, and then laid her palm on top of it, as if swearing an oath.

"I'll sign it," she said. "Deputy Controller is a proper officer. I can raise a concern under section nine. And you'll carry it to Marguerite."

"Marguerite Adeyemi-Thorne."

"She's awful," said Devika, with a surprising warmth. "She's the only person on that board who reads the footnotes. Gerry's terrified of her."

"Then we're sure she'll listen."

"We're sure she'll *read*," said Devika. "It's different."

---

Marguerite Adeyemi-Thorne's practice occupied a cramped, unpretentious floor of a narrow old building on Bay Street, between a notary and a dentist. There was no brass plate. The receptionist wore a cardigan. A cat slept in the window.

At eleven on Friday morning, Nia sat in a chair upholstered in a pattern of faded roses, watching a woman of sixty-six read three pages of paper in total silence.

She was small, with a cap of white hair and the straight posture of a retired dancer. A silver brooch in the shape of a key was pinned to her cardigan. She read with a pencil in her hand, and she marked the margins of the declaration as she went, with little ticks and underlines, and now and then a word. *Yes.* *Quite.* *Hm.*

At the end of the third page she put the pencil down.

"Section nine," said Marguerite.

"Yes, ma'am."

"Nobody has invoked section nine since I drafted it. I drafted it in 2011, after a regrettable incident with a CFO's brother-in-law and a shipment of frozen lamb." She looked up. Her eyes were bright and lined and extremely amused. "And now I have a deputy controller I barely know, and a debt collector I have never met, telling me that the General Counsel of Halvard Group has been the trustee of the owner of a debtor for eighteen years."

"Yes."

"And that no one thought to say so."

"I think they thought they had."

"Mm." Marguerite tapped the pencil on the page. "Or they thought nobody would notice. Which in my experience is the same thing, with better manners." She turned the page back. "The trust is listed in the group's consolidated schedule of related entities, in a footnote. Footnote forty-one. I remember reading it. I remember thinking: how quaint, a children's trust. And I moved on to the footnote about the lamb."

"I'm sorry."

"You needn't be." She picked up the pencil again, and wrote, in a tidy upright hand, along the bottom of the page. "Ms. Boateng. You are not obliged to tell me why you went to the trouble. I'm told you've been here a fortnight. It is a remarkably short time in which to find a footnote."

"I read the list."

"Everyone says that." But the corner of her mouth moved. "Very well. I direct, under section nine of the Code, that Ms. Vivienne Okoro-Lasch be recused from all matters touching Brightwater Marine Services Limited, the L.H. Children's Trust, and any person or entity engaged in the collection thereof, until such time as the committee directs otherwise. I direct further that Ms. Boateng's personnel and engagement files be held by the committee secretary, and that any request for them go through me." She signed. The signature was a quick bold slash, like a flag. "Does that suit?"

"It suits very well."

"Good. Now I have something to ask you, and it is not a question about section nine." She folded her hands. "Do you know why Ms. Okoro-Lasch should have wanted your file?"

Nia's face was a blank white sheet. "No."

"No?"

"I assumed it was procedural."

"Did you?" Marguerite looked at her for a long, kind, merciless moment. "Ms. Boateng. I have been sitting on boards for thirty-four years. I have known Hedda Halvard for forty. I helped to write her husband's will. If there is one fact I'd offer you for free, with no charge to your client, it is this. Hedda does not like anyone who pokes at her family. She is capable of great generosity. She is also capable of — shall we say — thoroughness. If something in that building has begun to tremble, it will not be long before she hears the tremor." She smiled, and it was a good smile, tired and shrewd. "Mind yourself."

"Thank you."

"I mean it. Take the cat if you like."

Out on Bay Street the rain had thinned to a drizzle that clung to the hair. Nia stood on the pavement with the signed direction folded inside her coat, against her ribs, and felt like a person who has been handed a live bird.

Her phone had a voicemail. She played it with the screen dimmed against her chest.

"Nana, it's your mother." A clatter, a pot lid. "I made too much stew again, I do not know how this keeps happening. Come Sunday. Bring the nice friend with the hair. If you are not coming, say so, and I will give it to Mr. Dhillon downstairs, who does not deserve it." A pause, in which she could hear her mother deciding not to say something. "Eat something. Goodbye."

The message ended. Nia listened to the silence after it for a little longer than made sense.

She had done the clever thing. She had done it well, with a fortnight's thought and a stranger's pencil and the least dramatic paper in the world. And all the way down Bay Street she carried the same small, stubborn fact beneath her breastbone: that she had done it to keep a woman from reading her mother's name, and that she had done it in a building where the same name sat in a drawer of pink carbon slips, paid for on the first of every month.

She had not asked. She had promised Pinky she would. Instead she had built a wall around the question, and put a legal stamp on it, and called it a strategy.

*Facts first,* she had said. It was starting to sound like a different word for *later.*

---

At 4:58 that afternoon, standing under the awning outside Golden Wrapper with a coffee going cold in her hand, Nia's phone buzzed.

RAFI: Vivienne's office withdrew the file request at 4:58 exactly. Cosmo sent a one-line email. "Request cancelled per committee direction."

She breathed out. It was a long, long breath, the kind you take at the end of a swim.

NIA: Thank you.

RAFI: I didn't do anything.

NIA: You waited.

RAFI: That's usually all I do. I'm told it's undervalued.

She was smiling at the screen like a fool, in the rain, with a bus going by. Pinky, at the door, watched her through the glass with her eyebrows halfway up her forehead and mouthed something obscene.

The phone buzzed again.

RAFI: Nia.

RAFI: There's a second request. 5:03.

She stopped smiling. The rain was falling in long threads from the awning's edge.

NIA: From whom?

The three dots appeared and vanished. Appeared. Vanished. He was typing it and deleting it, as a person does when the news is the kind that wants a better shape than words.

RAFI: Sixty-two.

RAFI: Hedda Halvard has asked to see your file. Personally. Today.

RAFI: She doesn't need the committee's permission. She is the committee's permission.