What's a lawyer gonna do?
A diagnostic analysis of the in-house/corporate relationship
By Sarah Reed
In more than a decade of practice as a
corporate lawyer, most recently for the past three years
serving as in-house counsel to a group of high-powered,
extremely successful venture capitalists, I found myself
gradually groping, largely through a process of trial and
error (and error and error) toward an understanding of how
to "manage" my clients — nothing I could
articulate precisely, more just an acquired intuition.
Recently, however, I had a flash of insight, from a most
unexpected quarter: a book called Driven to Distraction:
Recognizing and Coping with Attention Deficit Disorder,
by Edward Hallowell, M.D. By way of background, I am the
mother of two young boys, born at a time when ADD became a
fashionable diagnosis. I concluded that I should become
knowledgeable about this syndrome, in case my boys might
some day be so labeled. (As a corporate lawyer reading this
article, that type of nervous — we like self-
flatteringly to call it "proactive" —
behavior will of course seem perfectly natural and sensible
to you. Please read on for your own neuropsychological
evaluation.)
After the first chapter, it became utterly clear to me
that even if the book had little to offer me in the way of
child-rearing guidance, I should read on, for it would
certainly make me a more responsive and understanding
corporate lawyer when it came to working with hard-charging
business clients. Here are some of the symptoms of ADD,
excerpted from the Diagnostic and Statistical Manual of
Mental Disorders, fourth edition (DSM-IV). A person with
ADD:
is often easily distracted by extraneous stimuli often fidgets with hands or feet or squirms in seat often leaves seat in situations in which remaining seated is expected is often "on the go" or often acts as if "driven by a motor" often blurts out answers before questions have been completed often has difficulty awaiting turn often interrupts or intrudes on others often runs about or climbs excessively in situations in which it is inappropriate (in adults, may be limited to subjective feelings of restlessness)
If you are not doubled over with laughter and an intense
sense of déjà vu by the time you get through this list, then
you are not a corporate lawyer. In the case of our clients,
the fascinating thing about these symptoms is that they are
displayed most prominently when in the presence of a
lawyer. Hence, I dub their "syndrome" as
LOADD: Lawyer-Onset Attention Deficit Disorder.
Why is it that being in the presence of a lawyer drives
our clients to distraction, as Hallowell puts it? It is for
the simple reason that, for their part, most lawyers suffer
from a pronounced case of what I call ASD, or Attention
Surplus Disorder. You will find neither LOADD nor ASD in the
diagnostic manual, but here is what I would propose as the
list of indicative symptoms, for possible inclusion in the
fifth edition of the Diagnostic and Statistical
Manual:
LOADD — Five or more of the
following symptoms of inattention or hyperactivity erupt
when in the presence of a lawyer for more than five
minutes:
Eyes drift toward screen of computer monitor/Blackberry, and fingers begin to twitch. Say "Go ahead, I'm listening," while responding to e-mails. Rotate index finger in upright circular motion in air (as in, "wrap it up"). Draw index finger across throat (as in, "cut"). Furtively send e-mail to administrative assistant on Blackberry, asking her to interrupt meeting on pretext of "important phone call." Start shouting "What's the net? But what's the net?!?!" or "Can we just cut to the chase here?" Cut off conversation with request "Can you send me an e-mail on that, in bullet-point format?" Take one glance at lengthy legal memo, throw it in trash, and say "so what do you recommend we do here, in one sentence?" Shut down discussion with command "Let's take that off-line." Spring up from chair and begin scribbling notes on whiteboard, not necessarily related to conversation at hand.
ASD — Five or more of the following
symptoms of a surfeit of attention have persisted for at
least six months since passing the bar exam:
Whenever confronted with a silver lining, look for the cloud. Examine everything that could possibly go wrong, no matter how far-fetched. Memorialize with memo to file. Ignore client when they ask you to wrap up, on grounds that importance of matter you need to communicate to them far outweighs their impatience. Even if/when it is reasonably clear that your client has grasped your point, repeat it several times, phrased in slightly different ways, just in case. If there are no clients on the conference call to prevent you from doing so, spend at least three hours "running the issues to ground" with other lawyers on the call. Feel surge of pride on finding in dense, voluminous legal document two typos missed by three prior readers. Correct the typos and circulate entire document to everyone in working group, with self-effacing cover note referring to correction of a couple of "nits." When someone does not understand point you are trying to communicate in a legal document, (1) make the sentence even longer, so that it (i) runs on for at least half a page and (ii) contains numerous "romanettes in the hole," as you refer to them and (2) hope the morons will get it now. Consider "attention to detail" a compliment in all situations, regardless of how inane or unimportant the detail. Find yourself routinely running out of space on the whiteboard. As you run out of room, keep writing in smaller and smaller print, until no one but you can read it. Ask your client if you can come in (free!) to give a one-hour seminar on five minutes worth of material. Give the impression that you are a mutant many-limbed freak, because in one run-on sentence you will say, "but on the other hand" enough times to suggest that you have at least 10 hands.
While neither LOADD nor ASD can be ameliorated with
medication, you will perhaps take some comfort from the fact
that both are professional, rather than congenital,
conditions. Their severity accordingly largely depends on
how long you have been engaged in your particular trade
— although there is no doubt a great deal of self-
selection. Personality types gravitate toward certain
fields.
For the lawyer who has managed to get away with years of
reaping financial rewards based solely on how many hours he
or she has clocked on a project, the desire to lavish a
great deal of time on any matter, no matter how trivial, can
only rightly be viewed as a sign of intelligence — so
don't beat yourself up. For their part, most successful
executives need only be fired once for dithering too long
over a decision tree (no doubt prepared in part by their
lawyer) before they internalize the lesson that risk
analysis is great, but execution is paramount.
So, as I hear my bosses ask me every day, what's the net
here? It is that the next time you find yourself inwardly
fuming when your client cuts you off when you have reached
only point four of your 16-point logical, systematic,
accretive and penetrating legal analysis of the issues
— that is, just as you are building up a real head of
steam, and starting in on the really granular stuff
— relax. Take a deep breath. Go home and read the
Hallowell book, and then reduce your monologue to a (brief)
e-mail to your client, in bullet-point format.
Reed is with Charles River Ventures Inc., in Waltham, Mass.
Her e-mail is sreed@crv.com.
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