I’m taking a break. Given that I’ve already billed 40 hours this week (and it’s only 3:00pm on Wednesday!), I think I’m entitled to a few minutes of down time.
I initially thought I’d write about the weekend – I went to three opening receptions at art galleries downtown, met a friend for dinner at a trendy tapas restaurant, and went with another friend to a house party where I heard first-hand what a homicide prosecutor thinks about the jury system (essentially, it’s as irrational as determining guilt or innocence by the direction a chicken runs when its head is cut off).
But what’s really on my mind is work. Specifically, a deal that I’ve been working on for the past few weeks. It hasn’t been like any other deal I’ve worked on in the three and a half years I’ve been a lawyer.
To begin with, the lawyers and businessmen of the counterparty (let’s call it the Purchaser, since they’re purchasing my client’s company) are unbelievably bad – and I mean morally bad, not incompetent. I’ve been in negotiations with plenty of companies that have a lot of power and money and who drive a very hard bargain. The people at those companies can be demanding and rude and unreasonable, but I’ve always felt that, ultimately, they were playing within (roughly) acceptable parameters. In this case, though, I do not think there is any notion of “out of bounds” for the Purchaser. They are sneaky, discourteous, blatantly dishonest, and more than willing to ask our client to engage in conduct that is illegal and ethically wrong. And the bargain? They’ve driven hard to the point of being vicious – as if they hate the guts of our client and just want to hurt them. You know how a mad dog might shake a small animal violently in its jaws even after the animal is dead, just to make sure the neck is broken? That’s what this negotiation has felt like. The head guy at the Purchaser is powerful, well-known and worth billions – and yet throughout these negotiations he and his lawyers have demonstrated a repulsive lack of integrity. If I were a businessman, I would let my business fail before I’d do a deal with them.
Of course, all of this throws into sharp contrast the standard of behavior that is expected – and generally maintained – at my law firm. I came to this firm in part because of its strong reputation for integrity and its culture of civility. Throughout this deal process, the partner I’m working with has behaved (from my perspective) in a classy and professional way, and he has been very careful to talk to me about the behavior we’ve witnessed. We discuss not only what is generally acceptable and unacceptable in society and these types of deals, but also specifically how to handle the very real risks that come when a lawyer’s client tries to pull him onto ethically and legally shaky ground. He’s used it as an opportunity to teach me about the structures and processes at the firm and how to identify and handle situations when they arise. As I look at the behavior of the associates at the Purchaser’s law firm, I can’t help but fear that they are not getting similar training or role models (and in fact are subject to pressures in the opposite direction).
A second observation has more to do with myself. This is the first M&A deal that I have done from beginning to end. It’s also the first deal I’ve done where I haven’t been the most junior person on the team – I’ve had a more junior associate playing the role that I’ve played in the past, and I’ve taken a more senior role (a role that became even more “senior” this week, as the partner left on vacation and has been largely absent). It has required a ton of work and I’ve had to play a lot of it by ear because I really had no idea, going in, how I was going to handle things – and yet it has also been a lot of fun.
Much of the fun comes from the adrenaline, the responsibility (we’re full trauma surgery mode here), and the feeling of competence. A former partner of my firm said once (when he was recruiting me to follow him to his new firm) that he wanted me to work for him because I was “fearless” and “polished.” At the time, that characterization had surprised me, but I kind of think he was right. There’s very little that intimidates me, and I find it enormously rewarding to figure out how to handle things I’ve never done (like managing another person and being on the front-lines of a crazy deal) and then have them go well. For example, despite my relative inexperience (and the intransigence of the Purchaser), I’ve managed to handle the process with little adult supervision and win certain points in negotiations to benefit my client. In addition, the junior associate stopped me yesterday and said that he has really enjoyed working for me (more so than for others) because of my demeanor and organization and ability to stay calm in the frenzy. (He also said I had the best handwriting of anyone in the corporate group, which, I admit, also made me happy.)
Adrenaline and praise go a long way – in fact, for me they go almost all the way. Give me a challenge and some praise, and I will do pretty much anything for you. But appreciation (which is different from praise) matters, too. Last night, after being completely incommunicado all day long, the partner called to thank me for enabling him to have (and I quote) “the second-best day of my life, and, for my seven-year-old son, the absolute best day of his life.” They had gone as father and son to a Major League Baseball spring training game that day and had had an absolute blast – because he hadn’t spent the game distracted by work.Now I’m hoping (anxiously), that the same will be true for me starting tomorrow night. I’m meeting Amanda in New York for a weekend of opera, theatre and Michelin-starred restaurants (funded, in part, by some gift cards offered at the end of last year by another appreciative client). Which means that the 17-hour workdays need to stop. I’m more than happy to work during the day (I’ll have a guest office in our New York office on Friday), but once those dinner reservations come around, I’ll be gone!