During the discussion about the pending investigation of the actions of corporate officers and high level executives, my potential client informed me that the corporation would indemnify him for his legal fees.  The alarm went off.  While this is great for the client, who won’t be required to foot the cost of what would be an expensive, drawn out matter, it puts the lawyer into an awkward and unpleasant situation: corporate cog.

Many corporations have the means of circumventing the normal corporate process when it comes to professional services rendered to its officers and executives.  Some don’t.  The issues isn’t who we represent, and it’s made clear from the outset that we are personal counsel to the individual client, but that we thrust into the corporate world of vendor.  Be prepared to have to deal in the world of back office clerks, each with their own checklist of corporate requirements, none of whom care a whit about the fact that their entire world could implode at any moment.  It won’t move them an inch.

Three weeks and quite a few hours of my time were lost to playing footsie with clerks of varying intelligence and suffering from massive delusions.  An affirmative statement on Monday that everything was done and a check would be overnighted for receipt the next morning turned into a definitive assertion the next day that they only required 3 more forms to be filled out and they would assure that payment would be sent a week from Tuesday.  It’s as if nothing they said the day before ever happened.  And call them on it and they cover their butts like nobody’s business.  You can’t win an argument of reason with a clerk.  We don’t share the same reality.

As top executives sent emails demanding, then begging, that we get off the dime and commence cooperating with the various internal and external investigations, the clerks dragged their feet.  Do not set a fee based upon the work needed to represent the client; set a fee based upon the time wasted in dealing with clerks, or they will suck you dry.  For those criminal defense lawyers who have never billed hourly, and for those who proclaim the hourly fee is dead, this is time that bears no causal connection with any service required nor can be avoided.  As the corporate clerks demand your obedience, then only be exacting an hourly tribute can you survive. 

As I continued to receive emails from corporate executives and counsel requesting that I make myself available to them and stop delaying the progress of their efforts, I would calmly respond that no movement would happen until they, the Corporation, covered the retainer.  They would then shoot off emails down the food chain, demanding that they get things rolling.  Toward the bottom of the ladder, supervisors would respond that they were doing everything possible, shifting blame in every direction but their own.  It serves no purpose to question whether they were unmitigated liars, incompetents or psychopaths.  They weren’t going to lift a finger until they put a check mark next to every line on their grocery list, and each mark came only after the screwed up once or twice per line. 

Then again, I wasn’t going to lift a finger until the check arrived.  No, I don’t love the corporation.  No, I don’t care at all about their needs or procedures.  No, I don’t “trust” them.  If the powers in the corporation want to play pass the buck while the corporation burns, it’s no skin off my nose.  They are merely the entity funding the representation of my client.  As I succinctly explained to the grocery clerks, when told what I “must” do, I don’t work for the corporation. I don’t have to do anything, and they still have to indemnify my client because their Board of Directors said so. 

Of course, this was of no consequence when they insisted that a form had to be signed in red crayon instead of blue, even though they told you blue yesterday.  Yes, this was the nature of their very important demands.  That, for criminal defense lawyers unused to life in corporations, is the sort of stuff that is critically important to grocery clerks.

What makes all this most amusing is the angst and damage the corporation ultimately does to its own interests.  After three weeks of waiting, the check came in about midday on a Friday, at which point I immediately set to work and contacted all the various interested folks to advise them that I was now retained.  One such interested fellow was from a law firm conducting an internal investigation on behalf of the Board of Directors.  The same Board that ultimately oversaw the fine work of the lowliest clerk at accounts payable.

The lawyer, relieved that I finally called, emphatically explained to me that he absolutely had to meet with me the following Monday, as his mandate from the Board was to complete his initial investigation within a set time frame.  “Bummer,” I responded.  You see, I had plenty of time over the course of the past three weeks to set up meetings, perform my necessary background work, ramp up my representation, so that everything needed could be performed in a timely, even leisurely, fashion.  Except that his client’s clerks just couldn’t manage to send out the retainer check.  And so all that time was lost.

“But it HAS to be Monday,” he told me again.  “It just HAS to be Monday.” 

“Sorry”, I said, “but I can’t do it.  I have to be in court on Monday to start hearings.”

“Court!”  What do you mean ‘court’?” 

It’s that big granite building with the pillars in front.  No, my purpose wasn’t to insult him.  I understood his problem, but I really had to be in court and making his meeting just wasn’t in the cards.  I explained that I had been available to meet with him for weeks.  Weeks!  But that there were a couple of people deep within the bowels of his client who decided that the urgency of my representation and his investigation were secondary to their making marks next to lines on their grocery list, even though I explained to them that there were a bunch of lawyers and corporate officers waiting for me. 

The clerks didn’t care.  But that didn’t make their delay my emergency.  And it was awfully nervy for the lawyer to expect me to be readily available to suit his need, as if I’ve got nothing to do but be there at his beck and call.  I didn’t relish the idea of making the other lawyer’s life miserable, and would have accommodated him if possible.  But it’s not like they didn’t have three weeks to get it done and make everyone happy. 

Whether this will ultimately matter to the corporation is questionable.  Certainly it’s in my client’s best interest for me to be fully prepared before jumping into meetings to suit the time constraints of others.  But to the extent that this inconveniences everyone else engaged in the investigation and makes their work more difficult and problematic, it was entirely within the corporation’s power to deal with the delay of their own people.

I represent my client, no matter who is paying the bill.  Just remember when you take on a case where the legal fee is being paid via the , no matter how urgent the situation or how problematic the effect of delay, nothing moves any faster than the lowliest clerk with a checklist. 

If this displeases the corporation or its lawyers, then they really ought to have a talk with their own people.  And if they want to allow this ridiculous waste of time and effort to satisfy the grocery clerk gods, that’s their problem, not mine.