'I Saw the Whole Thing. I'm a Lawyer. I'll Take Either Side.'

Dec. 21, 2004

Talk is cheap--except when you're talking to a lawyer. Last week, I consulted an attorney to determine if I needed legal representation. He said no and sent me a bill for $500. Two days later, I met a lawyer friend at a party. I told him about asking the first guy if I needed a lawyer and that he had socked me for $500. "Can he do that?" I asked. "Yes," my friend responded. The next day he sent me a bill for $1,000. Recently, I was asked my opinion about the pluses and minuses of appointing lawyers to corporate boards. You can probably guess my answer. Regardless of my allergic reaction to attorneys, the fact is that there is wide agreement that lawyers should be present during board meetings. However, there is a wide difference of opinion about whether they should be there as legal advisors only, as directors only, or as both. I have served on boards where all three options were employed. My experience is that lawyers are most effective when they are present as legal advisors only. Lawyers serving a dual role present more risks than benefits. Their presence biases the board's award of legal business in their favor. Also, I have seen them slant their advice in ways that are, to put it bluntly, self-serving. I have also seen instances when their legal judgments were in conflict with their business judgments. It posed problems for me and my board. And I have seen it pose problems on other boards where I served as an outside director. I'm reminded of the story about a chief executive, an investment banker, and an attorney, all members of the same board of directors, who were traveling on the corporate jet when it was hit by lightning. All three died in the accident. When they arrived at the Pearly Gates, St. Peter greeted them with their assigned heavenly accommodations. The chief executive was given a tiny cottage. The investment banker was assigned a one-room basement efficiency apartment, and the attorney was escorted to a multi-roomed palatial home, complete with a fully equipped exercise room, an Olympic-size swimming pool, tennis courts, a three-car garage, and a putting green. When the chief executive asked St. Peter why there was such a huge disparity in their respective living quarters, he replied, "We've never had a lawyer in Heaven before. When we sought his counsel, he recommended that we provide him with accommodations similar to those he enjoyed on earth. He also suggested that we charge you his usual fees to cover the cost." I want to admit right now that I earned my M.B.A. in lawyer-bashing at the Marino School of Practical Management at Hard Knocks University. The dean was a very smart lawyer who never graduated from law school. He was so clever, he settled out of class. He described lawyers as people who are good at memorizing things, have reasonably good numbers skills, but who lack the personalities to be actuaries. They communicate in legalese, a language so obscure that when you cross an attorney with a Godfather, you get an offer you can't understand. Lawyers claim they are misunderstood. That people who employ them have no idea why they earn such humongous fees--especially when they lose a case. Every legal dispute, they claim, generates at least three reasons for us to hate lawyers: (1) Losing a case gives us two lawyers to hate, the one who won from us and the one who lost for us; (2) winning gives us one lawyer to hate, the one who had the unmitigated stupidity to oppose us; and (3) we hate the lawyer who won when we get his bill. In all fairness, we usually encounter lawyers in unpleasant circumstances: when we are being sued, when we are suing others, when we're getting divorced, when our parents don't leave us the inheritance we feel we deserve, when a competitor outbids us for a key acquisition, or when the tax collector thinks he's more entitled to our money than we are. Lawyers, like funeral directors, rarely see happy people. Nolo News, a publication of Nolo Press, the Berkeley, Calif., publisher of self-help legal books, published this story about a personal-injury lawyer representing a disabled widow: "When the jury spotted the lawyer in the courthouse parking garage in his $80,000 red Porsche, he tried to hide by diving into the passenger seat. The next day, he borrowed a Buick to drive to the courthouse. But it was too late; the jury awarded the widow only $5 million instead of the $60 million they had considered. As one juror explained, There was no way I was going to buy that lawyer another fancy car.'" Regardless of our opinions of the legal profession, the fact is that in today's world we can't live without lawyers and we certainly can't die without them.

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