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'Boring is good, for lawyers. We sell reliability, solidity and caution. We want our presentation to mirror that'
We meet at a restaurant called L'Anima – a soberly decorated place near Exchange Square, one of the largest clusters of offices in the City. He is a lawyer in his late 30s, conservatively dressed, who speaks with a cheerfulness that seems half ironic. The L'Anima menu, featuring starters at around £20, makes him laugh. "Look, they explain all these culinary terms in a separate column under the heading definitions. That is so lawyer-like; large contracts often start out with definitions." He orders fish, and sparkling water. "This is lunch, I still want to get some work done this afternoon."
Asked how to describe himself in such a way that readers will get an idea of his work, yet safeguard his anonymity, he explains why this is difficult: "You may think there are lots of lawyers so what is the chance of me being recognised. In reality there are all these areas of specialisation, and in many of those areas there are perhaps a handful of lawyers. So let's keep things a bit vague. I perform a legal service for clients engaged in the process of buying or selling companies, the world of the so-called mergers and acquisitions.
"Selling or buying a company is a complicated process; think of a lengthy chain with lots and lots of small steps and links. At one point or another, teams of lawyers get involved, on the part of the seller, of the potential buyers, of the investment bank that oversees the whole process, the banks who are lending money to the buyer … they need to work out tax structures, liability, the architecture of every different bond or loan instrument [to buy a company you need to borrow money from investors who each may have different requirements and demands]. A lot of boxes need to be ticked, such as tax law, environmental law, employment law, labour law, competition law, pensions law …
"I get hired to tick the competition or antitrust law box. I need to make sure that if company A buys company B, the authorities will not block the deal out of fear that company A will have too large a market share. Often this is simply a series of technical steps. For example, if a group of financial investors buys an oil company, there is no 'overlap' – the term of art among professionals. But if one oil company were to buy another, you would have a more complicated case. And then my job gets more interesting, too. I sometimes need to involve a consultancy firm of economists. Basically, what you do is, you ask them: can you help me in coming up with arguments to make the case that this merger is no threat to healthy competition?
"You then file your 'submission' documents to the competition authorities, hoping your case is convincing enough and in the end you normally get what is called 'clearance'. It is also possible that your case is not strong enough and the competition authorities require a 'remedy', often a sale of a part of the business which your client is buying. In a supermarket merger, for example, the buyer may need to sell a number of stores in 'overlap areas' in order to get clearance. In the worst case scenario the deal is 'blocked' by the competition authorities and the purchase cannot go ahead.
"Buyers of companies are normally interested in working out in advance how soon they can expect to get clearance for their deals. The reason is that in most cases they can only 'close' the deal after clearance has been obtained. Sellers of a company will want to know in advance which potential buyer has the best chance of getting a quick clearance decision.
"As I said earlier, buying or selling a company is like a huge chain with lots of small links, of which I am one. This is what I try to explain to friends outside the City when they ask me: 'When the client makes you work through the night – in the jargon 'do an all-nighter' – why can't you say no?' Well, I can't say no because I know that if I don't turn a document around overnight, this could push back the timetable for the entire deal. You simply don't want to be the one to delay or hold up the process. It easily feels as if you are keeping everyone else waiting. Lawyers are particularly sensitive to any suggestion that they are 'holding up the deal' and are 'being difficult'. In the large City law firms you tend to find mostly very dedicated individuals with a high sense of responsibility.
"In many instances there is a real need to work late, but 'face-time' is also a well-known phenomenon in the City. That's what we call it when colleagues stick around at the office, even if they don't really have anything to do that can't wait until the next day. Yet they hang around looking busy till late in the evening. That is face-time.
"I'd say, mostly lawyers here. There are several big law firms around here, and lawyers need to have lunch. I see no trophy wives or trophy girlfriends, no extravagantly dressed women. I see men who keep their jackets on, which is what we tend to do as lawyers – many would not want to be the first to take it off and most lawyers I know leave it on anyhow, keeping the uniform intact makes you look solid. I see inconspicuous ties, also a lawyer thing. This restaurant serves very good quality food but it is not flashy, I believe only this week the Sunday Times called the interior 'boring'. Boring is good, for lawyers. We sell reliability, solidity and caution. We want our presentation to mirror that. And we often charge hefty fees, so we don't flash our wealth because then clients are going to think: wait, am I not paying too much?
"How do lawyers view other groups in the world of corporate deals and finance? Many lawyers look down on their clients, of course. No seriously, I'd say there is quite some disgruntled sniggering about investment bankers' fees. We ask ourselves, what is it they actually do? I mean, they are nominally in charge of the entire deal process, but most of the work is outsourced to others. Often lawyers get asked to do a timeline for an acquisition, to summarise all the events or 'milestones' from start to finish. So we produce that timeline, then the investment bankers turn it into a flashy presentation and pass it off to the client as their work. We scoff at that."
Joris Luyendijk
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