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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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.

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.