Young Attorney - Coping Up with the Challenges

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There has been lot of written about what are the challenges that a young attorney has to face. But when you're quite finished with laying out your master plan from the lofty heights, you'll find everyone else impatiently waiting for you to climb down into the trenches and start struggling like the common, dogface attorney you are. That means that you have to do the work and deal with the people. This enterprise may lack grandness, but it's your job.

The Work: Pushing Paper

In this country, you have all kinds of attorneys and law-related tasks. And an awful lot of those tasks are basically paper-pushing.

If you haven't worked with lawyers, it can be difficult to understand how they can spend so much time playing around with paperwork. Our country's attorneys collectively spend well over a billion hours a year on this stuff. You have to figure that it must be pretty complicated.

And it is. I found it frustrating to spend so much time on things that seemed so minor. And yet, when I looked at a specific task, I often wanted to spend even longer on it than was customary, to be sure of getting it exactly right.

Once, for example, I had to go to the offices of a company - let's call it New Co - and undertake a "due diligence" inquiry. In a due diligence inquiry, you look through their books and papers and satisfy yourself that, according to their records, the things they're saying to you and your client about them are true.

At New Co's offices, I looked at books that contained the certificate of incorporation, which showed that New Co had originally been created as a Delaware corporation under another name. (Let's say their previous name was Old Co.) You'd want to double-check this by speaking with the appropriate governmental office in Delaware, but in the meantime, it was a good start to see this certificate in their books.

After that, the corporate books got more complicated, as I got into New Co's by-laws and corporate resolutions. I guess I didn't really understand what I was supposed to do. Or maybe I understood it too well-As far as I could tell, my job was to look through all those resolutions, which filled seven or eight loose leaf binders, and make sure that New Co's directors and officers had the legal authority to enter into this deal with my client.

For example, let's suppose that Joe Blow, John Doe, and Jill Snow signed a New Co resolution, in which they claimed to be directors and agreed that New Co should issue new shares of stock. And let's suppose that the people who bought that stock eventually voted, as shareholders, to permit New Co to enter into this deal with my client.

Sounds OK, right? But what if Joe & John & Jill had not been properly voted into office as New Co directors? In that case, they would not have had the power to issue that additional stock, which could mean those shareholders wouldn't be legitimate, and maybe their vote wouldn't count, and maybe it would be illegal for New Co to be entering into this deal with my client. These are things my client would want to know as soon as possible.

There were many other things like that to look for. It took me a long time to look through all those corporate books and consider all the various angles. I spent three days at it. I knew that other attorneys would finish a project like this in one day. They'd come in, open the corporate books, wave a magic wand over them, close them, and leave. But I sat there and agonized over every little thing, and the New Co secretaries and managers snickered a bit louder every time I'd walk in or out. I felt like a dunce. Yet when I'd go back to my firm and ask people what I was doing wrong, they didn't seem to have any helpful suggestions.

Fortunately, I redeemed myself. I discovered that there was no document in the books authorizing NewCo to adopt the name "NewCo" instead of its previous name of "OldCo." As far as I could tell, the dotted line on my client's contract would have to be signed, not by NewCo, but by OldCo.

This shook them up, because they'd been doing business as NewCo for years. The Big Boys got really upset, and the secretarial smirks vanished. A sheepish clerk eventually walked back to my work area and handed me a corporate resolution that said what I wanted to see.

I mean, if you're changing your company's name from, say, "U.S. Steel" to "USX," you don't want to hire 1,000 sign painters, print a million brochures, spend a fortune on an ad campaign for the "new" USX, and then discover that the legal name "USX" is owned by a little guy who's been running a button-making company by that name, over in Dover, since 1939. While the sign painters' ladders are going up and the advertising agencies are buying full-page ads in the Wall Street Journal, the big-time attorneys are going to be on their knees in that little guy's living room, begging him to please sell them that corporate name.

Anyway, that's one example of how you can spend an awful lot of time digging through mountains of paper. It never ceased to amaze me, how work expands to fool the time allotted.

This three-day due diligence project was pretty minor compared to some of the paper-shuffling projects I found myself in. I began to develop a specialty in setting up stockbroker companies to buy and sell stock on the various exchanges. It involved researching and preparing hundreds of pages of forms with each exchange, each state's government, and the SEC.

I complained about the complexity of this work. I looked at it sometimes and said to myself, "For this I spent all those years in law school?" And I'd go home and stare at the copies of Dostoyevsky, Pynchon, and Camus on my shelves, and realize that I wasn't doing a lot with my education.

At the same time, though, I was becoming somewhat skilled in dealing with all those bureaucrats. If you'll pardon the German, my niche was becoming main itch, in the sense that I liked the feeling of being a specialist in this broker-dealer stuff. Even though it may not have been enough to keep me from craving a siesta in mid afternoon, at least it was a specialty, and I drew some pleasure from many months of just plugging along, doing my job, and drawing my paycheck.

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