Special Circumstances (2 page)

Whenever a big deal is coming down at S&G, the PCR is the stage and Bobplays the lead. At the moment, he’s screaming into a cellular phone.He hasn’t slept in three days, and it shows. He’s in his late forties,but with his five-seven frame holding 230 pounds, his puffy red faceand jowls make him look at least sixty. Although some of us rememberwhen his hair was gray, it’s now dyed an unnatural shade oforange-brown that he combs over an expanding bald spot. On his bestdays, he storms through our office with a pained expression suggestinghe’s battling a perpetual case of hemorrhoids. Tonight the grimace iseven more pronounced.
I share Doris with Bob and a first-year associate named Donna Williams,who spends all of her waking hours in our library preparing memorandaon esoteric legal issues. It may seem odd that a heavy hitter like Bobhas to share a secretary. However, by executive committee flat, everyattorney (including immortals) must share a secretary with two others.This means Bob gets ninety-nine percent of Doris’s time, I get onepercent and Donna gets nothing.
From the firm’s perspective, this allocation is entirely appropriate.Bob runs the firm, I’m on my way out the door and Donna isirrelevant.
“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 atStanford.
“I saw her earlier today,” I say.
“Sounded like she had a cold.”
“You know how it is. Spend your whole life worrying about yourkids.”
Don’t I know.
“Any chance you got my bills out?” Ordinarily, I don’t sweatadministrative details like bills and time sheets. However, if mybills don’t go out on time, the firm will withhold my paycheck. It’sour only absolute rule. No bills—no paycheck—no exceptions. Youdon’t become the biggest law firm in California if you aren’t carefulabout money. Doris has long been convinced my lackadaisical attitudewould 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. JoelFriedman, a harried-looking corporate associate, steps outside. Hiscollar is unbuttoned and the bags under his eyes extend halfway downhis 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 witha terrific wife and twin six-year-old boys. He’s thirty-eight, a trimfive-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, UCBerkeley’s Boalt Law School. He graduated second in his class andjoined S&G seven years ago.
His brown hair is graying, the bald spot he tries to hide is gettinglarger and his tortoiseshell glasses give him a rabbinical look which,in the circumstances, is entirely appropriate. In Yiddish, he would bedescribed as a mensch, which means an honorable man. He’s also my bestfriend.
“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 asthanklessly walking behind Bob Holmes and sweeping up the debris. Inreality, he does all the work and Bob takes the credit. Frankly, he’sthe last line of defense between Bob and our malpractice carrier.
“It’s all fucked up,” he says. Like many attorneys, he holds themisguided belief that he’s more convincing if he peppers his speechwith four-letter words. Very unbecoming for the rabbi’s son. He nodsin the direction of our client, Vince Russo, an oily-looking man aboutJoel’s age who has jammed his Jabba the Hutt torso into the chair atthe table next to Holmes.
“The closing depends on him,” he says.
“He’s supposed to be selling his father’s business, but he’s havingsecond thoughts. He thinks he can get a higher price if he can line upanother 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 theground.
“Why doesn’t he pull out?” I ask.
“His creditors will force him into bankruptcy. He’s jerked them aroundsince his father died. They aren’t going to wait around for anotheryear 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, aglamorous twenty-nine-year-old associate with deep blue eyes, stylishblond hair and a beautiful figure that reflects a lot of time at thegym. She’s the only person in the room who looks presentable. Shealways does. She’s a rising star.
“Things might go a little faster if Diana would focus a little more onwork,” he says.
Doris looks away. If you believe the firm’s gossip mongers Bob Holmesand Diana Kennedy have been sleeping together for the last year or so.I don’t know for sure.
“To top everything off,” Joel says, “Bern showed up an hour ago andserved Bob with divorce papers.”
I grin. Beth is Bob’s soon-to-be-fourth ex-wife. It’s twisted, but Isilently rejoice at his latest marital failure. I’m sorry I won’t bearound 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 hasbeen treating Doris like dirt for about twenty years. They fight likecats 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 moreabout this financial stuff. We’re doing this deal for a contingencyfee. 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 threemillion-dollar personal gratuity.
It’s against firm policy. The fees belong to the firm. Some of thatmoney belongs to me.”
Joel laughs.
“It’s been approved by the executive committee. That’s why Bob willpull every string to get this deal to close.”
As he says the word “close,” we see Russo’s eyes getting as big asmanhole 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 stormstoward us. He slams his three-hundred-pound frame against the glassdoor. When he’s halfway out, he turns around and faces the roomful ofapprehensive 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 waddlesoff 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 dead pans “but it seems there’s been amodest reduction in the purchase price. It’s such a pleasure workingwith our highly sophisticated, state-of-the-art corporate clients.” Hearches his eyebrows.
“I think we could use a glass of wine.”
Chapter 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 firmtogether 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 theforty fifth floor, where my partner, Charles Stern, has called ameeting of our associates. For the last ten years, Charles has heldthe boring, thankless job of serving as our administrative partner, aposition for which he is uniquely suited. A terminally morose taxattorney, his unnaturally pasty complexion, pronounced widow’s peak andemaciated physique make him look considerably older than fifty-five. Heviews the Internal Revenue Code as akin to the Bible. He always refersto it as the Good Book. Likewise, he calls the 1986 Tax Act theSatanic Verses, because it took away many of his favorite tax-avoidanceschemes. At S&G, we call what he does creative tax planning. Outthere in the real world, most people would say he helps his clientsengage in varying degrees of tax fraud.
In addition to his modest tax practice, he devotes most of his time toserving on virtually every firm committee, thereby bringing order tothe chaos that would ensue without his steady hand. He has alsoappointed himself as the financial conscience of the firm, and reviewseach and every expense report and check request before any of ourhard-earned cash goes out the door. He handles personnel matters andinsists on being present when anyone is fired. He seems to takeparticular pleasure in this aspect of his job. He’s known as the GrimReaper.
Except for light reading of the Daily Tax Report, the only joy in hislife seems to be the production of an endless stream of memos on everyimaginable administrative subject, and some that are unimaginable. Mylife would be a hollow, empty shell without at least one missive everyday 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 Holmessends an unsuspecting new associate to visit “Charlie.” Last year, Ihad to intervene to prevent Stern from firing an associate on her thirdday.
A couple of years ago, in a meeting with the associates, my mouthshifted into gear while my brain was still idling, and I sarcasticallydubbed him Chuckles.
Naturally, everyone now refers to him by that name.
I have been invited to the meeting because I have served as the liaisonpartner for five years and Chuckles wants to make a presentation to theassociates. As liaison partner, I have had the joyous task ofaddressing the concerns of our associates. It’s thesecond-most-thankless job at the firm, behind administrative partner.The title of liaison partner goes to the most junior partner whodoesn’t have the practice or the balls to say no. If there’s a shoewith 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 morethan ninety thousand dollars. Nice piece of change for a kid right outof law school. In fairness to yours truly, our salaries are the sameas every other big firm in the city. The managing partners of the bigfirms get together every year to decide how much money the newattorneys will make. In other industries, this would be calledprice-fixing. It’s not fair to blame me because the managing partnershave had a collective brain cramp for the last ten years and decided togrossly overpay baby lawyers. Then again, nobody said life is supposedto be fair.
Our offices are hooked up by conference telephone call, so this meetingis a bad sign. Cood news is communicated by closed-circuit television.The lack of refreshments is even more ominous. We’re incapable ofholding a meeting without an assortment of sodas, bottled water,cheese, crackers and fruit. On extraordinarily festive occasions, weget 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 ajob at another firm, and will give notice after he gets his bonustomorrow. The seating is always the same. Chuckles sits at one end ofthe table and everybody else (including me) sits as far away from himas possible. He looks somewhat sad and lonely at the other end of thetable. He clears his throat. Joel slides into the seat to myimmediate right.
“May I have your attention, please?” Chuckles says. He’s wearing hisgray Men’s Wearhouse suit and his blue polka-dot tie has a strangleholdaround his neck.
The room becomes silent. He glances uncomfortably over the top of hisreading glasses. He looks my way and his thin lips contort to form thepained expression that suggests he’s trying to smile. I fear he’llcackle at me. He takes off his reading glasses with uncharacteristicanimation and says, “Before we start, I want to thank Mike Daley forhis hard work on associate issues.”
Relief, followed by acute embarrassment.
“As you know,” he continues, “Mike’s last day is tomorrow. On behalfof 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 theassociates dutifully pat their hands together in quiet applause.
He puts his reading glasses back on. His eyes never leave his legalpad.
“The partners asked me to update you on certain issues considered bythe executive committee. After discussion with our consultant, we havemade some important decisions. I want to assure you we have reviewedthese issues very carefully and acted fairly and in the best interestsof the firm as an institution.”
I just love it when he refers to the firm as an institution. I can’thelp myself and I grin. I’ve placed a legal pad between Joel and me. Ijot 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 forelection to the partnership after eight and a half years at the firm,instead of seven years, as is current policy.” He looks up for afraction 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 willbe grandfathered in under the old rules, and that we will be consideredthis year?”
Chuckles closes the small lizardlike slits he uses for eyes. He takesoff his glasses and furrows his brow.
“Joel,” he says slowly, “did Bob talk to “Nope.”
Long pause. He twirls the glasses. The telltale “oh shit”expression.
“Joel,” he implores, “let’s talk about this after the meeting.” It’sfun to watch Chuckles tap-dance.
Joel’s eyes light up. He barks in his best lawyerly “don’t fuck withme” voice, “I think we should talk about this right now. Am I up forpartner or not?”