And Now for Something Completely Different: Lawyer’s Love Song

LAWYER’S LOVE SONG
Before we met
I thought my partner
Would be a lawyer
Just like me
Except he’d be a man
We’d speak our special language
Only lawyers understand
By day we’d argue subject matter jurisdiction
At night we’d lie in corporeal possession
Chorus:
This is my lawyer’s love song
The words are mostly latin
And I’m afraid they’re rather long
The main thing I need to express
Is res ipsa loquitor
Our love speaks for itself
With you I find
Accord and satisfaction
There’s no way to deny
Our mutual attraction
We should get into privity
I’d love to see your briefs
You’re my motion in limine
A prima facie case of masculinity
We all know love
Comes without a warranty
It might last forever
Or it might end terribly
But I’m sure my love for you
Supersedes my doubts and fears
With you, a covenant of love
Cannot possibly disappear

(c) 2014 Renata Manzo

 
 
 
 
 

Did you hear the one about the lawyer and the non-compete agreement?

Have you ever lived in a cage
 Where you live to be whipped and be tamed
 The Cage, lyrics by Bernie Taupin
© 1969 Dick James Music
Did you know that lawyers cannot be compelled to sign non-compete agreements?  Yup, they are prohibited by both the ABA (American Bar Association) and the Virginia Bar.  

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Have Mercy on the Criminals

Have mercy on the criminal
 Who is running from the law
 Are you blind to the winds of change
 Don’t you hear him any more
“Have Mercy on the Criminal”, lyrics by Bernie Taupin
© 1972 Dick James Music Limited
 

On Sunday, Billy and I went to visit his mom, who lives in South Alexandria, Virginia.  As we entered her neighborhood, I noticed yellow ribbons tied around trees and mailbox posts.  On the corner, someone had put a big sign, like the ones used outside of stores, which read “Hannah you are in our thoughts and prayers.”

It turned out that Hannah’s family lives just one block over from Billy’s mother.  The trip to and from Alexandria was sobering indeed.
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I’m Back, I’m Still Standing and I’m gainfully employed

And I gotta get a meal ticket
To survive you need a meal ticket
To stay alive you need a meal ticket
Feel no pain, no pain
No regret, no regret
When the line’s been signed
You’re someone else
Do yourself a favor, the meal ticket does the rest
“Meal Ticket,”  Bernie Taupin

It has been a while, hasn’t it?  My last entry was in March, right before I started my job search.  Because I can split my focus in only so many slices, I decided I needed to concentrate on finding a new job.  By March I was feeling much better (but you should see me now!) and started my job search in earnest.  I sent out over 25 resumes, and only got three interviews.  But one is all it takes, right?
I almost didn’t send my resume to my new employer.  It was for another tobacco company, and I wasn’t sure that is what I wanted to do.  Plus, I could tell by the job description that it would be a step backwards in terms of my career (what career, I thought?)  And, the pay was a steep drop from what I was used to. But I figured, what the heck?
I received a call from an HR manager almost immediately.   After buying a new suit, having not worn one for years, and dyeing my beloved gray hair brown again, I embarked on a series of interviews, first with the GC and the one other lawyer in the company, then with the GC of the parent company in Denmark, and then finally with the presidents of the three U.S. subsidiaries for which I would provide legal services.
I was not sure how to take the GC when I first met him.   He was missing something. What was it?  Oh, yeah, I finally realized what he was missing– that giant rod up his butt that the lawyers at my old job all had secured firmly up their derrieres.   Instead, he was personable and very forthcoming about everything– the good, the bad and the ugly. This man holds nothing back.
He was looking for someone with tobacco experience, and I fit the bill.
Long story short, I took the job.
Almost immediately, the other lawyer resigned.
Crap, what have I gotten myself into?
The other lawyer wanted to make more money, so he left.  Too bad.  In the short time I got to know him, I liked him a lot.  But I could tell he was ready to move on the greener pastures.
Fortunately, the departing attorney knew of a lawyer from D.C. who wanted to move back to Richmond, and who also had FDA experience, which the company needed because of the impending federal regulations.  More on that later.
Although I asked a lot of questions about the corporate culture, having been through the meat grinder before, I still had some trepidation about the new job.   I think that’s normal.  But during the first few weeks, I had trouble adapting to the lack of stress.   I kept waiting for the other shoe to drop.
On the Friday of my first week, I thought it had.  I received an e-mail from the GC with no subject line.  Uh, oh, I thought.  Here it comes.
To understand why I was concerned, you have to understand what I was used to.  At my previous job, I saw the GC maybe four times a year.  And her communication skills made a mime seem talkative.  We rarely received a communication directly from her.  Mostly they came through her management team, and it was hit or miss as to whether the message made its way down to the minion level where I toiled.
When we did receive an e-mail directly from her, you could almost hear the intake of breath from the other lawyers as it popped onto their screens.  News directly from her was rarely good.  Often, it involved new assignments for some of the lawyers.  She liked to re-arrange the deck chairs about once a year, just to keep everyone on their toes.  And the e-mail would be the first time anyone learned about the new assignments, including, I imagine, the lawyers who were being reassigned.  (Maybe not, but I’ll never know because, as I’ve mentioned, communication in the law department there was tantamount to non-existent.  Corps in a morgue have better communication skills.
So, on this Friday in May, when I saw this e-mail from the GC, my thoughts were racing around my head.  Had I screwed up already?  Had I stepped onto a landmine?  Walked into a buzz saw? Had I pissed off a VP so soon?  I hadn’t even talked to one yet.  Boy, that was fast.  I held my breath as I opened the message.
The e-mail contained only one thing– a link to a website.  I clicked on the link.
It took me to the Krispy Kreme website.  They were giving away free donuts on Saturday.
I just about fell out of my chair.  The GC, the person who has the ear of the President of the Company, the guy (in this case) who deals with all of the most serious legal issues facing the company, took the time to send out a link to the Krispy Kreme website.
I felt like I had gone from the Twilight Zone to Romper Room.  But not in a bad way, I promise you.  I don’t mean to suggest that this place was like a kindergarten. Quite the opposite, in fact.  I was finally being treated like a professional again, something I had not enjoyed since my days at H&W.
No, what I mean is this, and this was the toughest thing for me to get used to–
My new boss has a sense of humor.

Sleeping with the Past


 I worked in the same building twice, each time for a different company.  Now that I think about it, it was pretty awesome working in such a famous and historic building.
The building used to be part of Reynolds Metals Company’s corporate headquarters.  The complex took up a small part of a 120 acre parcel that used to be a horse farm. In fact, before the restaurant facing Broad Street was built,  you could still see the concrete steps that led up to the farmhouse.
Gordon Bunshaft, a world renowned corporate architect, designed the main building, formerly called the EXO (Executive Office Building).   Completed in 1958, architectural historian Richard Wilson said it “exemplifie[d] the genius and promise of post World War II American modernism.”   According to the application for listing on the National Register of Historic Places filed in 2000 (from which all these facts were derived), the EXO is “a monumental testament to architectural excellence  . . .  classically elegant and subtly innovative.”  The EXO was indeed named to the National Register of Historic Places, one of the rare late 20thcentury buildings on the list.
Because Reynolds Metals was first and foremost an aluminum company (it also owned gold mines in Australia) the EXO was designed to be a showcase for aluminum products.   Everything that could be made of aluminum was made of aluminum, for a total of 1.2 million pounds.  From the cladding on the columns, walls, millwork and doors, to the file cabinets, desks and chairs, to the paper trays, pencil holders, planters and wastebaskets, down to the aluminum threads in the drapes and carpets, it was all aluminum as far as the eye could see. There was no wood anywhere to be found when Reynolds owned the building, at least as far as I could see.
Among the most innovative features was the 14-foot high aluminum solar louvers on the east and west sides of the building.  These louvers, painted a bright blue (Reynolds’ signature color) were supposed to shift throughout the day based on the calculations of an astronomical clock.  On overcast days, an electric eye was supposed to override the clock and keep the louvers open to allow maximum natural light.  During both my tenures in the building, however, they never worked properly.   Although I was supposed to have a view of the courtyard from my office, mostly I had a view of the blue louvers.  I always hated those louvers.
Nevertheless, the building was majestic.  There is a large reflecting pool in front bordered by huge willow oak trees.  The building sits on a podium with a cantilevered projection that made for an impressive entrance when people were allowed to drive up to it.
When I worked there before, there were only three main buildings on the property.   The rest was woods, intersected by walking paths.  The National Register application described the setting as “unspoiled” and “pastoral.”  Charles Gillette, a well-known Richmond landscape architect, designed the landscaping, which was beautiful.  Indeed, the entire property was gorgeous, mainly because most of it was covered with trees.
When Alcoa bought Reynolds, the EXO was sold to the University of Richmond, which in turn leased it to the current occupant.  They renovated the inside of the EXO, replacing some of the aluminum with much needed wood finishes.  I have to say, it looks much better now.
Meanwhile, the Reynolds family kept the rest of the property, renamed it “Reynolds Crossing,” (they kept the signature blue color) and started to market it as an “award winning mixed use development.”  Reydev.com/Reynolds_Crossing.   The website touts the “Class A” office buildings and describes the property as “a prime destination retail location,” which they optimistically call “The Shoppes at Reynolds Crossing.” The only “shoppe” on the property so far, however, is a Walmart under construction.
The area looks so different now.   Most of the trees are gone.   You can see clear through to the interstate.  The speed bumps on Forest are long gone and the traffic grows every day.
I’m not one to pine for the past.  The future marches on whether we like it or not.  I don’t mind change, either.  Change keeps us moving and growing.   And I would have enjoyed having a Walmart so conveniently located.
But there’s something about it that makes me sad.  I think about how it used to be an oasis of green surrounded by a sea of concrete and traffic.  I think about the horse farm that used to be there.  I think about a picture I once saw of the aluminum desks lined up in rows just like in Mad Men.  I think about how those willow oaks have grown from saplings to huge trees with large green canopies.
No more sleeping with the past.  Time to move on to new adventures.

Grease Monkey


The first time I worked in a corporate law department, the GC’s philosophy was that because the law department was a cost center rather than a profit center, the law department had to “add value” by providing a service to the company to justify its existence. 
The commercial lawyers at that company had a saying:  “be a grease monkey, not a monkey wrench.”    Don’t throw roadblocks in front of the business.  Help them accomplish their goals.  After all, if a company doesn’t make and sell products, there’s no company and no law department.   The law department was a service provider.   
This made sense to me, and so I brought this philosophy with me to the new company.  I guess I should have asked more questions about the role of the law department in this company, because apparently I was way off base.
In 1999, the U.S. Department of Justice filed a lawsuit against the major cigarette manufacturers and two industry affiliated organizations.  This was the so-called RICO case.  Then there were thousands of “smoking and health cases” in which individual plaintiffs sued the tobacco companies for the injuries they suffered from smoking.  There were also “lights” cases and cases brought by state attorneys general.  Suffice it to say, there was a boatload of litigation.  Of the roughly 50 lawyers in the department, I think about half worked on litigation. 
I’m not going to divulge any attorney-client confidences in this blog.  You can read all the documents produced in this litigation for yourself at https://www.library.ucsf.edu/tobacco/litigation. 
The point is that it seemed to me that as a result of all this litigation, the law department took a different view regarding their role than I was used to.   Judging by the way some of the lawyers talked about the business, the role of the law department seemed to be to keep the business out of trouble.  In other words, protect them against themselves.  Not all the lawyers expressed this view, but some certainly did.
I didn’t see things that way.    I thought my job was to help the business folks get their jobs done.  I tried to find ways to help them accomplish their goals within the confines of the company’s policies.   For instance, when they had a new project or idea, I worked with them throughout the project so I could help keep them within the rails, so to speak.   I was an active member of a number of project teams. To tell you the truth, I really liked working on these teams.  I’d rather spend time with my clients than my colleagues.
As a result, in the business I had a great reputation, but inside the law department it was not so good.  I did not agree that the business folks needed to be protected against their own idiocy.  These were not stupid people.  They were smart, hardworking people.  They gave their lives to this company and wanted to do the right thing.   
This clash of attitudes put me at odds with some of my colleagues.  My frustration grew with time, especially when I saw that client satisfaction was not rewarded in the law department.     What do I do, serve my clients or brown-nose the inner circle?   Such a tough choice for me and a no-brainer for some of the others.   You know very well what I did, which is what led me to this place.     

Golden Handcuffs, Iron Wings

“For what does it profit a man if he gains the whole world and loses or forfeits himself?”    Luke 9:25, ESV

If the place was so awful, why did I stay?   Well,  first, working for a tobacco company means dealing with some unique legal issues.  Intellectually, it was a great job.

Second, I did get some opportunities to expand my horizons as a lawyer.  One of the best things about being a lawyer is that you are always learning something new.  The company hired me to develop a new contracting program to streamline the process and I was excited to do it.  I also supported the leaf-buying department so I got to learn all about growing tobacco, which was fascinating.  Useless for any other job, but fascinating.
Soon after I joined the company, I took on real estate and aviation when the lawyer who supported them left the law department to go into the business.  Later they added IS and privacy to my repertoire when the lawyer who supported those areas left the company. Then I was asked to support the import/export department when the lawyer who supported them said she was overwhelmed.  On top of all of this, I took the lead in drafting the contract manufacturing contract for e-cigarettes.  I never turned down an assignment.  I was the department’s utility player.  I thought that was a good thing.

Third, I loved my clients.  The folks I supported in the business were hard working and dedicated.  They were so much fun to work with.  They provided the humor that my own department lacked.  These people became my true friends. More importantly, they appreciated the work I did for them.  They invited me to their social events, including their department Christmas party.  As far as I know, I was the only lawyer ever to receive an appreciation award from the leaf department, and I received two of them.  Their support kept me afloat for years.

Finally, it was the golden handcuffs.  Simply put, they paid me a LOT of money.  Between the base salary, the bonus, the stock and the stock dividends, I was able to give my family an enviable lifestyle.  I bought a vacation home at Smith Mountain Lake with my brother, sent my children to expensive private schools, and went on family vacations to places like Alaska and Italy.  We bought a huge brick house so my mom could move in with us.

I won’t lie; it was wonderful to have plenty of money.  My husband and I started out with nothing.  I paid my own way through law school. While I was in law school my husband and I lived in a roach-infested apartment and shared a car.  He used to ride his bike to work so I could take the car to school.  I took leftovers for lunch every day.  I should mention that my husband was a chef, so the leftovers were delicious.  I was the envy of my classmates.

It is difficult, to say the least, to walk away from that kind of money.  Most people call it “golden handcuffs,” but to me it felt more like iron wings.  I couldn’t leave because who else was going to pay me this kind of money?  My family got used to the lifestyle and they relied on me to provide it.  My husband was “Mr. Mom.”  He took care of the house and the children.  He did all the grocery shopping.  He took the kids to their doctor’s appointments and their sports practices.  I felt I owed it to my family to keep working at the company.

Unfortunately, the high I got from the bonuses and the stock lasted about a day.  The rest of the time, I relied on the interesting work and the clients to sustain me.   Eventually, however, I got worn down by the culture.  I could no longer swim in the toxic soup.

 

Red Flags


DISCLAIMER:  These are my opinions and do not represent the opinions of any organization.  The events described in this blog did occur, but the names have been changed and some of the details altered.

One naturally has high hopes when starting a new job.  For me, however, the fit was not good from the start, and it had nothing to do with the fact that the company makes a product that kills people.  After all, tobacco is still legal and people have the choice to use it or not.  I did not have a problem working for a tobacco company.

            No, the fit I’m talking about is cultural.  There were many red flags that warned me about the culture when I arrived in the law department, but I chose to ignore them.  I should have listened to my intuition.  The gut never lies.
 
            Red flag number 1:  I found myself working in the same building, on the same floor, and in the exact same location as I did when I worked for the previous owner.  How was that a red flag?  I got laid off from my former employer.  Twenty years later I found myself back at the same place.  It was a bad omen.  I convinced myself that this time it would be different.  And it was.  It was worse.
          
            Red flag number 2:  My computer went down and it took a whole day to fix it, and no one cared that I couldn’t get any work done for an entire day.  I’m paid to work and I take that quite seriously.  When I was at the law firm, we billed in either 15 or 6 minute increments.  If the lawyers weren’t billing the clients, the law firm didn’t make money.  So, when there was a computer problem, the IS department sent someone up immediately.  Not at this job. I had to call the help desk in India.  

        When I called, it took about 10 minutes (no exaggeration) to verify my name and location.  The service agent, who didn’t know English very well and had a thick accent, could not find my name in the system.  Apparently the name Scruggs is very difficult to comprehend.  He kept spelling it wrong.

      Then it took another half hour to explain the problem, at which point the agent Googled the issue to try to find a solution.  I am not lying.  He told me so.  After about an hour on the phone, the agent gave up and escalated the issue to desk side support, which are the people located in Richmond, not India.   Desk side support did not show up until up the next day.  Productivity was obviously not one of the company’s values.

Red flag number 3:   My secretary was laid off a few months after I started working, and no one told me.  I found out when she sent me an e-mail telling me had enjoyed working with me.  This turned out to be symptomatic of the lack of communication in the department.  As I discovered, information sharing was on a “need to know basis,” and it seems that no one thought I needed to know that my secretary was being downsized.
     

            Red flag number 4:  No one in the department seemed to be very happy.   I’m a friendly person and one of the things I like best about living in the South is that people are friendly; they say hello to everyone.  But not here.  Walking down the hallways, I noticed that the lawyers didn’t say “good morning” or “how are you”, etc.  The administrative staff, on the other hand, was very welcoming.

I also noticed that lawyers didn’t chat with each other.  You know, standing in the doorway shooting the breeze sort of thing.  It seemed rather odd to me, especially coming from a law firm that truly did value collegiality.  Instead, I got the impression that people weren’t really happy that I was there.  It was as if they all viewed me as competition.  I felt like a dolphin in a shark tank.
To be fair, most of the lawyers were very nice on a one to one basis, once I got to know them, but there were precious few opportunities to do so.  This place was all work.  I can understand that lawyers working for a tobacco company must avoid gallows humor, but come on, a little laughter never hurt anyone. 

            Red flag number 5:  No department Christmas party.  This may seem like a minor thing, but to me, it says a lot about the management and the department culture.  It is the way that the head of a department tells her employees that she appreciates them and the work that they do.  I think it has a big impact on morale, which in turn impacts productivity.  Low morale means lower productivity.  When employees don’t feel that their work is appreciated, they don’t feel loyal to the organization.  This translates into more sick days, more surfing the web during business hours, and probably more stolen office supplies.

            In early December, I attended the quarterly lawyer’s meeting–just lawyers, no staff.  The meeting started with a nice lunch (which was eliminated from future meetings) and then we sat through four hours of presentations.

   

            Around 4:30, the rest of the law department (admins and paralegals) came into the auditorium.  GC gave out a few recognition awards to the staff and then wished us all a Merry Christmas. My God, I thought.  This is it.  This is the Christmas party.  There wasn’t so much as punch and cookies for the staff.  Not even leftovers from lunch. I was shocked.  Every other place I had worked had some sort of Christmas party.  In my previous in-house job, the General Counsel had everyone over to his house.

            The stage was set for my downward slide.  The amazing thing is that it took six years for me to hit bottom. (You may be wondering why I stayed so long if it was so bad.  I’ll explain that in another entry).