"Doris, can you still take the day off tomorrow?" I ask.
She sighs. "Doesn't look good. I was hoping I'd get some time with Jenny." She's a single mom. Never been married. Her daughter is a senior at Stanford.
"I saw her earlier today," I say. "Sounded like she had a cold."
"You know how it is. Spend your whole life worrying about your kids."
Don't I know. "Any chance you got my bills out?" Ordinarily, I don't sweat administrative details like bills and time sheets. However, if my bills don't go out on time, the firm will withhold my paycheck. It's our only absolute rule. No bills—no paycheck—no exceptions. You don't become the biggest law firm in California if you aren't careful about money. Doris has long been convinced my lackadaisical attitude would do irreparable harm to S&G's finely tuned money machine.
"I got them into the last mail run," she says.
Relief. "You're still the best. Are you sure you won't come work for me?"
"You can't afford me, Mikey."
The door to the PCR opens and a blast of stale air hits me. Joel Friedman, a harried-looking corporate associate, steps outside. His collar is unbuttoned and the bags under his eyes extend halfway down his cheeks. "Doris," he says, "are you going to be here for a while?"
"Just for a few more minutes," she replies.
Joel is sort of a Jewish Ward Cleaver. He's an excellent attorney with a terrific wife and twin six-year-old boys. He's thirty-eight, a trim five-nine. His father is the rabbi at Temple Beth Sholom in the Richmond District. Joel left the yeshiva after two years and went to my alma mater, UC Berkeley's Boalt Law School. He graduated second in his class and joined S&G seven years ago. His brown hair is graying, the bald spot he tries to hide is getting larger and his tortoiseshell glasses give him a rabbinical look which, in the circumstances, is entirely appropriate. In Yiddish, he would be described as a mensch, which means an honorable man. He's also my best friend.
"Is your deal going to close?" I ask. He's up for partner this year. If his deal closes, he's a shoo-in. He modestly describes his job as thanklessly walking behind Bob Holmes and sweeping up the debris. In reality, he does all the work and Bob takes the credit. Frankly, he's the last line of defense between Bob and our malpractice carrier.
"It's all fucked up," he says. Like many attorneys, he holds the misguided belief that he's more convincing if he peppers his speech with four-letter words. Very unbecoming for the rabbi's son. He nods in the direction of our client, Vince Russo, an oily-looking man about Joel's age who has jammed his Jabba the Hutt torso into the chair at the table next to Holmes. "The closing depends on him," he says. "He's supposed to be selling his father's business, but he's having second thoughts. He thinks he can get a higher price if he can line up another buyer."
I've never had the pleasure of meeting Russo. From what I've read, he's run his father's real-estate investment conglomerate into the ground. "Why doesn't he pull out?" I ask.
"His creditors will force him into bankruptcy. He's jerked them around since his father died. They aren't going to wait around for another year or two."
I gaze at the frenzy in the PCR. "Looks like you could use some help."
"As usual, I'm not getting much." He glances at Diana Kennedy, a glamorous twenty-nine-year-old associate with deep blue eyes, stylish blond hair and a beautiful figure that reflects a lot of time at the gym. She's the only person in the room who looks presentable. She always does. She's a rising star. "Things might go a little faster if Diana would focus a little more on work," he says.
Doris looks away. If you believe the firm's gossipmongers, Bob Holmes and Diana Kennedy have been sleeping together for the last year or so. I don't know for sure.
"To top everything off," Joel says, "Beth showed up an hour ago and served Bob with divorce papers."
I grin. Beth is Bob's soon-to-be-fourth ex-wife. It's twisted, but I silently rejoice at his latest marital failure. I'm sorry I won't be around to witness the fallout. His last divorce was spectacular.
Instinctively, Doris comes to Bob's defense. "She could have waited," she says indignantly. It's funny. Bob has been treating Doris like dirt for about twenty years. They fight like cats and dogs all day, yet she's always the first to defend him.
I opt to change the subject. "Why doesn't Bob get Russo to take his chances in bankruptcy?"
Joel's eyes twinkle. "Because we won't get paid. Do you know how much Russo owes us?"
I shake my head. "A million bucks?"
"Try fifteen million." I'm stunned. His grin widens. "If you're going to start your own firm, you should learn a little more about this financial stuff. We're doing this deal for a contingency fee. We get paid only if it closes. It's in the escrow instructions. We get twelve million at the closing."
"I thought you said he owes us fifteen."
"He does."
"But you said we're getting only twelve."
"We are."
I'm confused. "Who gets the other three?"
"Guess."
I shake my head. "Who gets it?" I demand.
Doris nods knowingly. "Bob does," she replies calmly.
"No way," I say. "He can't siphon off a three-million-dollar personal gratuity. It's against firm policy. The fees belong to the firm. Some of that money belongs to me."
Joel laughs. "It's been approved by the executive committee. That's why Bob will pull every string to get this deal to close."
As he says the word "close," we see Russo's eyes getting as big as manhole covers and his face turning bright crimson. "Stand back," Joel says. "Mount Russo is about to erupt."
Russo clumsily squeezes out of his chair on the second try and storms toward us. He slams his three-hundred-pound frame against the glass door. When he's halfway out, he turns around and faces the roomful of apprehensive eyes. "Another forty fucking million?" he shrieks. "How the fuck am I supposed to afford another forty fucking million? Why the fuck do I pay you fucking lawyers?"
The party outside goes silent. Skipper looks mortified. Russo waddles off down the hall.
I look at Joel and Doris. "What was that all about?" I ask.
Doris shrugs and says she has to go back to work.
Joel winks. "I'm not entirely sure," he deadpans, "but it seems there's been a modest reduction in the purchase price. It's such a pleasure working with our highly sophisticated, state-of-the-art corporate clients." He arches his eyebrows. "I think we could use a glass of wine."
2
"WE MAY HAVE A LITTLE PROBLEM WITH THE CLOSING"
"People think being administrative partner is a boring, thankless job. I disagree. The administrative partner is the glue that holds the firm together as an institution."
—Simpson and Gates Administrative Partner Charles Stern. Welcoming remarks to new attorneys.
A few minutes later, I am sitting in a sterile conference room on the forty-fifth floor, where my partner, Charles Stern, has called a meeting of our associates. For the last ten years, Charles has held the boring, thankless job of serving as our administrative partner, a position for which he is uniquely suited. A terminally morose tax attorney, his unnaturally pasty complexion, pronounced widow's peak and emaciated physique make him look considerably older than fifty-five. He views the Internal Revenue Code as akin to the Bible. He always refers to it as the Good Book. Likewise, he calls the 1986 Tax Act the Satanic Verses, because it took away many of his favorite tax-avoidance schemes. At S&G, we call what he does creative tax planning. Out there in the real world, most people would say he helps his clients engage in varying degrees of tax fraud.
In addition to his modest tax practice, he devotes most of his time to serving on virtually every firm committee, thereby bringing order to the chaos that would ensue without his steady hand. He has also appointed himself as the financial conscience of the firm, and reviews each and every expense report and check request before any of our hard-earned cash goes out the door. He handles personnel matters and insists on being present when anyo
ne is fired. He seems to take particular pleasure in this aspect of his job. He's known as the Grim Reaper.
Except for light reading of the Daily Tax Report, the only joy in his life seems to be the production of an endless stream of memos on every imaginable administrative subject, and some that are unimaginable. My life would be a hollow, empty shell without at least one missive every day about procedures, time sheets and expense reimbursements.
He insists that everyone call him Charles. Not Charlie. Not Chuck. Charles. An unseemly annual hazing ritual takes place when Bob Holmes sends an unsuspecting new associate to visit "Charlie." Last year, I had to intervene to prevent Stern from firing an associate on her third day.
A couple of years ago, in a meeting with the associates, my mouth shifted into gear while my brain was still idling, and I sarcastically dubbed him Chuckles. Naturally, everyone now refers to him by that name.
I have been invited to the meeting because I have served as the liaison partner for five years and Chuckles wants to make a presentation to the associates. As liaison partner, I have had the joyous task of addressing the concerns of our associates. It's the second-most-thankless job at the firm, behind administrative partner. The title of liaison partner goes to the most junior partner who doesn't have the practice or the balls to say no. If there's a shoe with dog shit on it, I seem to be wearing it.
Everybody hates the liaison partner. With good reason, I might add. The associates hate me because they think I'm a toady for the partners. They're right. The partners hate me because starting salaries are more than one hundred twenty-five thousand dollars. Nice piece of change for a kid right out of law school. In fairness to yours truly, our salaries are the same as every other big firm in the city. The managing partners of the big firms get together every year to decide how much money the new attorneys will make. In other industries, this would be called price-fixing. It's not fair to blame me because the managing partners have had a collective brain cramp for the last ten years and decided to grossly overpay baby lawyers. Then again, nobody said life is supposed to be fair.
Our offices are hooked up by conference telephone call, so this meeting is a bad sign. Good news is communicated by closed-circuit television. The lack of refreshments is even more ominous. We're incapable of holding a meeting without an assortment of sodas, bottled water, cheese, crackers and fruit. On extraordinarily festive occasions, we get cookies.
Of the fifty associates, only five are women and just one is black. Although Chuckles doesn't know it, the black associate has accepted a job at another firm, and will give notice after he gets his bonus tomorrow. The seating is always the same. Chuckles sits at one end of the table and everybody else (including me) sits as far away from him as possible. He looks somewhat sad and lonely at the other end of the table. He clears his throat. Joel slides into the seat to my immediate right.
"May I have your attention, please?" Chuckles says. He's wearing his gray Men's Wearhouse suit and his blue polka-dot tie has a stranglehold around his neck. The room becomes silent. He glances uncomfortably over the top of his reading glasses. He looks my way and his thin lips contort to form the pained expression that suggests he's trying to smile. I fear he'll cackle at me. He takes off his reading glasses with uncharacteristic animation and says, "Before we start, I want to thank Mike Daley for his hard work on associate issues."
Relief, followed by acute embarrassment. "As you know," he continues, "Mike's last day is tomorrow. On behalf of everybody in this room, I want to wish Mike the very best."
My face is red and my neck is burning. I nod politely and smile as the associates dutifully pat their hands together in quiet applause.
He puts his reading glasses back on. His eyes never leave his legal pad. "The partners asked me to update you on certain issues considered by the executive committee. After discussion with our consultant, we have made some important decisions. I want to assure you we have reviewed these issues very carefully and acted fairly and in the best interests of the firm as an institution."
I just love it when he refers to the firm as an institution. I can't help myself and I grin. I've placed a legal pad between Joel and me. I jot a note that says, "Hold on to your wallet."
Stern's eyes are still glued to his notes. "Effective immediately," he drones, "associates will be considered for election to the partnership after eight and a half years at the firm, instead of seven years, as is current policy." He looks up for a fraction of a second to see if an insurrection is brewing.
Joel writes "Bullshit" on the pad and interrupts him. "Excuse me, Charles," he says. "May we assume that those of us who are up for partner this year will be grandfathered in under the old rules, and that we will be considered this year?"
Chuckles closes the small lizardlike slits he uses for eyes. He takes off his glasses and furrows his brow. "Joel," he says slowly, "did Bob talk to you?"
"Nope."
Long pause. He twirls the glasses. The telltale "oh shit" expression. "Joel," he implores, "let's talk about this after the meeting." It's fun to watch Chuckles tap-dance.
Joel's eyes light up. He barks in his best lawyerly "don't fuck with me" voice, "I think we should talk about this right now. Am I up for partner or not?"
Chuckles sighs. "You're not. And Bob was supposed to talk to you about it."
Chuckles usually doesn't have to face the music from the associates. Joel isn't backing off. "Well, he didn't," he snaps. "This stinks. We will talk after the meeting. Before we do, maybe you should explain why the associates shouldn't have their resumes out on the street tomorrow morning."
We've always had great finesse with these touchy-feely human-relations issues.
On go the glasses. Chuckles finds his place and continues reading. "In addition, the firm will not be in a position to pay associate bonuses this year."
There's an audible gasp. He looks up at dumbfounded faces. The more-senior associates are expecting bonuses in excess of thirty thousand dollars. He's astute enough to realize he's in trouble. He makes the correct move and returns to the script. "I want to assure you these decisions were made after careful deliberation and represent the unanimous view of the executive committee as to what is fair and what constitutes the best interests of the firm as an institution."
At times like this, I've tried to defuse the tension with a wisecrack. Tonight, I figure it's time for Chuckles to start getting used to working without a net. I write another note to Joel that says, "Now, the explanation."
"By way of explanation," Chuckles says, "the partners wanted me to make it clear that these decisions were not made for economic reasons. The financial health of the firm is excellent."
Bad move. If we're doing so great, it means the partners have decided to keep more money for themselves. I don't necessarily have a problem with this because it means my last draw check will be a little bigger. On the other hand, if we aren't doing great, he's lying. Either way, the associates are getting screwed. And they know it.
"With respect to the partnership track," he says, "we have decided it would be beneficial to give each associate additional time to work with as many partners as possible."
Right. It's not like we're just pulling up the ladder.
"With respect to bonuses," he continues, "we have expended substantial sums to upgrade our computers, a decision made in response to concerns expressed by our younger attorneys. We believe it is in the firm's long-term financial interests to pay for our new equipment as soon as possible. We realize this may not be the most popular decision, but we believe the computer enhancement is in the best interests of the firm as an institution."
Especially if the associates pay for it.
The associates turn toward Joel, who has been their spokesman for the last few years. He takes the cue. He writes a note that says, "Watch this." He stands, looks at Chuckles and says, "You realize, Charles, that what you just said is complete and utter bullshit?" Without waiting for a response, he pushes his chair back and calmly walks
out of the room.
Chuckles looks over the top of his reading glasses. Sensing the mood is not good, he asks for questions. He pauses for at least a full second before he gathers his notes and practically sprints from the room. The meeting lasted less than five minutes.
When I return to my office a few minutes later, the gruff voice of Arthur Patton, our managing partner and chairman of the three-man star chamber we call our executive committee, or X-Com, summons me from my voice mail. As usual, he never wastes a word. "Michael, Arthur Patton. Come to the executive conference room ASAP." It would never occur to him that I may not be available.
I walk downstairs to our "executive" conference room, which is located on the north wall of the forty-sixth floor in an office that once belonged to Skipper's father. When he died, a catfight broke out. Skipper laid claim to the office by birthright. Bob Holmes said he was entitled to it because he had the biggest book of business. Arthur Patton said he should get it just because he's Patton. After three weeks of backbiting, Chuckles Stern implemented what is now known as the Great Compromise, and the office was converted into a conference room. My suggestion of a "one potato, two potato" marathon was dismissed.
The room has a marble conference table, ten black leather chairs and a view of the Golden Gate Bridge. Portraits of our founding partners hang on the west wall and portraits of our current X-Com—Patton, Chuckles and Holmes—hang on the east wall. Patton and Chuckles look unhappy as they sit beneath the smiling pictures of themselves. Mercifully, Holmes is nowhere to be found. The usual assortment of cheese and fruit is on a silver platter.
MD01 - Special Circumstances Page 2