If Jones Day’s tactics at times seem distasteful, even improper, the firm is hardly alone. In fact, it is not even the worst. The legal industry routinely traffics in borderline behavior designed to maximize profits and shield itself from unwanted scrutiny. It is all in the name of loyally serving even the most compromised clients within the legal profession’s ethical confines.
Everyone, the argument goes, has the right to counsel. But the work of elite lawyers and law firms has less and less to do with courtroom representation. Instead, it is geared toward helping clients sidestep regulations, control the media, whitewash their reputations, dodge taxes, and hide their money—tasks that don’t fit under even the most expansive definition of work to which clients are constitutionally or ethically entitled.
The results are undeniable. The legal industry mints money.1 In 1985, when the “AmLaw 50” debuted, only five firms generated more than $100 million in revenue (about $260 million today, adjusted for inflation). In 2020, forty-two law firms rang up more than $1 billion. In 1985, partners at the top ten firms earned, on average, roughly $600,000 ($1.6 million today). In 2020, the figure was well over $4 million. It is not unheard-of for a firm to shell out $15 million annually to a hotshot recruit.
Name a top law firm. Scratch beneath the surface, and you will find evidence of years of exposure to corrosive elements, of the relentless pressure to grow bigger and more profitable. Let’s take a brief but representative tour.
Baker McKenzie is America’s largest law firm. With 4,700 lawyers in forty-six countries, it is nearly twice the size of Jones Day, itself one of the world’s biggest. More than many of its peers, Baker McKenzie, whose roots trace back to 1949 in Chicago, has embraced the fact that it is a business. It publicly discloses its financial results, including American Lawyer–created stats like profits per partner. (In 2021, it reported record revenues of more than $3 billion.) Yet Baker McKenzie also expresses pride in its ethical standards. “We don’t do business with disreputable characters,” the firm’s code of business conduct states. “We have legal and professional obligations to know our clients and to refuse to do business with those involved in illegal or corrupt activities or whose source of funds is suspect.”2
Increasingly, though, Baker McKenzie has become known for using its global network to help clients disguise their assets and avoid taxes. This is a growth industry; plenty of law firms peddle their expertise in the construction of shell companies in offshore tax havens. But Baker McKenzie stands out for the volume of its work and the sketchiness of some of its clients.3
A Hong Kong casino magnate, under investigation for tax fraud and ties to organized crime, relied on the firm’s services. So did a half dozen state-owned Russian companies under international sanctions. (Even after Russia invaded Ukraine in 2022, Baker McKenzie bragged on its website that it was advising blacklisted companies including Gazprom, Kaspersky Labs, Novatek, and VTB. The firm eventually said it would no longer represent anyone linked to the Kremlin.) And a wide variety of allegedly corrupt public officials and businessmen in South America and other parts of the world. After reviewing a vast trove of leaked documents, the International Consortium of Investigative Journalists branded Baker McKenzie as “an architect and pillar of a shadowy economy . . . that benefits the wealthy at the expense of nations’ treasuries and ordinary citizens’ wallets.”4
A Baker McKenzie spokesman, John McGuinness, said the firm complies with sanctions and other laws. “We help our clients assess and meet their tax obligations on a worldwide basis, and navigate highly complex, ever evolving and often conflicting tax rules around the world,” he told me. He said Baker McKenzie conducts extensive background checks on clients. “On occasion, we find that clients later engage in activities that are not consistent with our initial due diligence, or new facts or developments come to light which would cause us to terminate our representation of them.”
It is hard to square that reasonable-sounding statement with the work Baker McKenzie performed for Jho Low. Prosecutors in the U.S. and Malaysia have accused Low of a multibillion-dollar fraud involving a Malaysian investment fund known as 1MDB. Despite plentiful red flags—Low was using Swiss bank accounts and was politically connected, among many other warning signs—Baker McKenzie and its affiliates helped the Malaysian playboy set up his shell companies, ICIJ found. Low even arranged for a Baker McKenzie employee to work at what would become 1MDB. The law firm later advised the fund on a $1 billion deal, some of whose proceeds allegedly flowed to entities Low controlled. Low used those companies to buy luxury hotels and other assets and to pay kickbacks to Malaysia’s then–prime minister, Najib Razak.
Razak, who was sentenced to twelve years in jail for his role in the scandal, blamed Baker McKenzie for giving its imprimatur. “I was comforted that these are big brand-name firms and that they would have alerted me or the board of 1MDB should there be any red flags,” he said.5 Low, who has denied being the fraud’s mastermind, remains a fugitive. The Malaysian government remains out billions of dollars.
When a company uncovers or is accused of serious wrongdoing, a standard first step is to hire an outside law firm to investigate. Such reviews allow companies to tell the world that they are taking allegations—of harassment, fraud, other malfeasance—so seriously that they are paying millions to have an eminent law firm get to the bottom of things. But the arrangements also allow companies to control the flow of information. If they choose, they can keep the results of these internal investigations secret, not just from the public but also from other lawyers or government authorities. Why? Because the investigations are conducted under the cloak of attorney-client privilege. If ugly information comes to light, the company can try to keep it under wraps.
These internal reviews at times serve as substitutes for in-depth investigations by regulators or prosecutors. Sometimes, with the company’s blessing, a law firm will share its findings with law enforcement. That creates the impression that the company is coming clean, which scores points with the authorities. It also means that, by preemptively handing over certain evidence, the company can establish the scope of what the authorities will examine.
That is what happened when the Swiss bank UBS hired the law firm Gibson, Dunn & Crutcher to figure out whether and to what extent the bank manipulated markets around the time of the global financial crisis.6 Gibson Dunn’s lawyers quickly realized that UBS had a major problem: Scores of bank employees, ranging from midlevel traders to senior executives, had known about or participated in potentially criminal activity. Gibson Dunn approached law enforcement and said UBS was willing to cooperate in exchange for partial immunity. The U.S. accepted the deal and essentially put Gibson Dunn in the investigative driver’s seat. The law firm, acting on UBS’s behalf, was responsible for sifting through terabytes of data and millions of pages of documents and deciding what did and did not need to be shared with authorities. Gibson Dunn even helped regulators come up with the wording of subpoenas, ostensibly to ensure the Swiss bank’s swift compliance.
It was masterful lawyering by Gibson Dunn—not coincidentally, the firm’s primary tactician was a former senior Justice Department official—and the outcome was unsurprising. Based on the evidence Gibson Dunn produced, the market manipulation appeared to be largely the work of a handful of rogue traders, nowhere near the executive suites. These were the ones who ended up getting criminally charged. (A Gibson Dunn lawyer testified for the prosecution in at least one trial.) The executives who knew about and at times condoned their subordinates’ illegal activity? They were never prosecuted.
There is a certain element of fear inherent in a plaintiff or witness or journalist going up against a firm that employs thousands of attorneys and is financed by giant multinationals. Firms can bury you in paperwork, subpoena you into submission, bog down the legal process in the hopes of exhausting you emotionally and financially. They draw on virtually infinite resources. Normal people and businesses have to be mindful of how many billable hours and other expenses their lawyers are racking up, and at a certain point, the fight is no longer worth it. The frequent result of this vast power imbalance is a legal system skewed heavily in favor of the world’s richest companies and individuals at the expense of everyone else.
That is bad. But sometimes it gets worse: Lawyers at megafirms attempt to frighten opponents into quiescence. Maybe it’s a dark-of-night visit from a private investigator. Maybe it’s formal letters, sent by certified mail, warning of ruinous litigation in situations where the lawyers know perfectly well that any such suit would be tossed out of court. Maybe it’s a veiled threat that embarrassing information might find its way into the public domain.
Some of these tactics bump up against—and sometimes over—the boundaries of ethics and propriety that have historically separated the law profession from any other industry.
Consider the sad story of David Boies, who for many years was America’s most celebrated trial lawyer, having faced off against Microsoft and represented Al Gore in the brawl after the 2000 election. In later years, Boies and his firm took on as clients the sexual predator Harvey Weinstein and Theranos, the fraudulent blood-testing startup, and his firm engaged in intimidation and trickery. On Weinstein’s behalf, Boies became personally involved in efforts to smear the Hollywood mogul’s victims. His firm hired private investigators to derail attempts by reporters to expose Weinstein, in part by unearthing personal information about the journalists.7 With Theranos, whose board of directors Boies sat on, his firm threatened litigation against employees who spoke with the Wall Street Journal’s John Carreyrou. As he did with Weinstein, Boies employed private investigators; this time they surveilled the company’s critics8 and kept tabs on Carreyrou’s reporting.*9
You could perhaps shrug off Boies’s over-the-line tactics as the shameful missteps of a man at the end of a storied career. There was no such excuse for the law firm of Paul, Weiss, Rifkind, Wharton & Garrison, among the world’s richest and most powerful.
Brad Karp, a gregarious, spiky-haired adviser to many leading CEOs and board members, has long been the chairman of Paul Weiss (the equivalent of managing partner at Jones Day). Karp prided himself on having his law firm stake out left-of-center positions on the legal issues of the day. He also developed a reputation among journalists as a gossip about the internal workings and personalities of his clients. His wager, apparently, was that cozy relationships with the media would serve him, his firm, and his clients well.
One of Paul Weiss’s biggest clients was the private equity colossus Apollo Global Management. With more than $400 billion in assets, Apollo’s tentacles snaked into just about every nook of the global economy. Paul Weiss was pulling in more than $100 million a year in legal fees from Apollo.10 Even for a law firm of Paul Weiss’s size, that was a lot of money. Keeping this mighty client happy was crucial.
When reporters were chasing tips that Apollo’s cofounder, Leon Black, had paid more than $150 million to the sex offender Jeffrey Epstein, Karp threw them off the scent. (The tips turned out to be true, leading Black to step down as Apollo’s CEO in 2021.11)
And when two reporters approached Paul Weiss for a book they were writing that was likely to cast Apollo in an unflattering light, the law firm went nuclear. The book was about the casino company Caesars Entertainment. Caesars was one of the many companies that Apollo (in this case, in partnership with another private equity firm, TPG) had acquired and then loaded up with debt, a practice that allows private equity firms to juice their profits without putting much of their own money on the line. This particular bet backfired, and Caesars drowned in debt.
As the company went through the bankruptcy process, Apollo plucked choice assets out of the failed company and placed them into entities that Apollo controlled. Paul Weiss was representing multiple parties: Caesars, some of the entities that got assets from Caesars, and Apollo. It struck the two journalists, Sujeet Indap and Max Frumes, as a conflict of interest, given the diverging fortunes between the bankrupt company (and its angry creditors) and its private equity owners. Indap and Frumes planned to delve into this in their book.
In the summer of 2019, after unsuccessful attempts to get other Paul Weiss lawyers to talk, Indap reached out to Karp. Aware of his reputation for chattiness, Indap figured that perhaps he’d be willing to shed some light on his firm’s actions and what had happened inside the Caesars boardroom. Karp responded, expressing a willingness to talk. Then a media handler intervened and suggested they all gather at Paul Weiss’s offices for a preliminary get-to-know-you meeting.
It took place that September. Indap and Frumes showed up at the firm’s headquarters in a Manhattan skyscraper. Over their months of reporting, they’d visited plenty of law firms, and it was always amusing to see which snack would be wheeled out to visitors. Some served freshly baked cookies. One offered chips and guacamole. Another provided leftover sandwiches. Paul Weiss presented the reporters with cinema-style popcorn. The meeting was cordial but not very productive; it ended with Karp and a veteran litigator, Lew Clayton, saying that perhaps they would answer written questions.
About a month later, Indap sent over twenty-nine detailed queries. “Appreciate the work that went into these questions,” Karp replied. “Hope you will have an open mind in considering our point of view.”
Two months passed. Then, on a snowy afternoon in December 2019, Indap, on unpaid book leave from the Financial Times, was sitting on a sofa at home. An email arrived, with a PDF file attached: It was a letter from Paul Weiss’s general counsel, Bruce Birenboim.
“Based on your prior ‘reporting’ on Caesars, your recent conduct, and your communications with parties you have interviewed, it is clear that you plan a defamatory attack on Paul Weiss and its personnel in order to produce a book that is biased and sensationalistic,” Birenboim wrote on Paul Weiss’s letterhead, the top half of which was covered with the names of dozens of the firm’s partners. He went on to accuse Indap and Frumes of “improper efforts to induce Paul Weiss personnel to breach their confidentiality obligations to the firm’s clients and the firm.” He noted that the reporters had gotten in touch with Paul Weiss employees and offered to speak confidentially. “Your communications represent an intentional and transparently improper effort to induce Paul Weiss personnel to breach” their obligations to clients.
It was a ridiculous accusation—there is nothing improper about reporters trying to get people to divulge information—made even more so given Karp’s penchant for client-related gossip. Birenboim concluded his letter by demanding that the two journalists provide Paul Weiss with their book manuscript and a list of people they’d contacted. He warned that Paul Weiss might “pursue all remedies including compensatory and punitive damages” against the authors. For emphasis, he ordered the reporters to preserve their documents, notes, messages, and the like in case there was litigation.12
Letters like this to reporters have become common. There are law firms—like Clare Lock LLP in Virginia, Harder LLP in Beverly Hills, and Schillings in London—that seem to do little other than try to quash legitimate media reporting, often via blunt force. Harder’s namesake, Charles Harder, is notorious for dashing off threatening letters to media companies on behalf of aggrieved clients like the Trump family; in 2021, as the New York Times investigated Britney Spears’s business manager, Harder churned out no fewer than eight cease-and-desist letters demanding that Times reporters stop contacting potential sources.13
Schillings is even more aggressive. Once, having failed to stop a publisher from releasing the book Billion Dollar Whale, about Jho Low and the 1MDB scandal, Schillings sent letters to bookstores around the world, threatening to sue them for libel for simply selling the books. Holding bookstores legally accountable for the contents of the items on their shelves posed a very real threat to free speech. (Would libraries be next?) And at least for a while, Schillings’s tactics worked, with some booksellers unwilling to risk litigation for the sake of stocking a single title.14
It is less common, though hardly unheard-of, for a major U.S. law firm—whose partners tend to be more sensitive to the ugly optics of censorship and intimidation—to take this route. Paul Weiss partners, however, had penned plenty of these letters in the past, with favorable results: Some recipients had even grudgingly agreed to hand over their manuscripts for the lawyers to inspect.15 (Journalists don’t let the subjects of their reporting review articles or books ahead of publication.)
It was Paul Weiss’s right, of course, to defend itself, including by suing people, journalists or otherwise, for defamation. But that wasn’t the point of this letter. If Paul Weiss wanted to sue, it could sue. This letter seemed designed to intimidate, to get the reporters and their publisher to consider whether the prudent course might be to soft-pedal any accusations against Paul Weiss or Apollo—especially since the publisher of The Caesars Palace Coup was a small independent company, Diversion Books, that lacked the resources to go toe to toe with a firm like Paul Weiss. “I know that these tactics can be effective in softening coverage,” said Frumes, who had been on the receiving end of such threats in the past.
In case his letter was too subtle, Birenboim soon amplified its message. In early 2020, he called Indap and asked if the reporters had retained a lawyer to defend them. And he reiterated the importance of them retaining their documents and other materials. “Well,” Indap responded, feeling flustered, “I’m writing a book, so of course I’m keeping documents.” He told Birenboim that he and Frumes were committed to writing about Apollo and Paul Weiss fairly.
“If you want to report the book fairly, you’ll let us review the manuscript,” Birenboim barked.
He wasn’t done. Weeks later, he FedExed another letter—this one to the CEO of Diversion, Scott Waxman. Birenboim repeated his demand to review a draft of the book and warned Waxman that Diversion, too, must “preserve for evidentiary use” all materials related to the book. “It is critical that you take all of these steps to ensure that the Caesars book does not injure Paul Weiss and its reputation in the legal community,” Birenboim wrapped up. “Paul Weiss will vigorously protect the rights of its personnel and clients and reserves the right to pursue all remedies, including compensatory and punitive damages, against you and Diversion for any past or future wrongful conduct.”16
Birenboim told me that Paul Weiss “had an ethical and professional obligation to protect privileged attorney-client communications, which the reporters were seeking from our associates.” He insisted that his letters were purely intended “to ensure that [the authors and publisher] accurately and fairly reported on the firm’s work on the Caesars matter. Far from trying to stop publication, we provided written factual material to the authors and met with them.” Of course, that didn’t explain the repeated threats and the demands to know the reporters’ sources, which seemed specifically engineered to instill fear.
In any case, the letter to Waxman endangered the book. “It gave our publisher pause,” Frumes said. Waxman informed the authors that Diversion needed to protect itself—the small publisher wasn’t equipped to take on a big law firm—and that the reporters therefore would need to hire a lawyer to review their manuscript to make sure it wasn’t going to get the publisher sued. Indap and Frumes split the cost, paying thousands of dollars each for the legal review, and they knew they were lucky. Plenty of other journalists wouldn’t have been able to spare that kind of money—and their books likely would have died as a result.
The lawyer who reviewed the manuscript concluded it was safe. That was good enough for Waxman, and The Caesars Palace Coup was published in 2021. It detailed Paul Weiss’s conflicts of interest and painted Apollo in a negative light. Indap and Frumes didn’t hear again from Paul Weiss. Still, the episode left them feeling like victims of a schoolyard bully. “They definitely can smell vulnerability,” Frumes told me, referring to Paul Weiss and its ilk. “This spoke to just how tilted the power balance is in favor of corporate interests.”
Joe Flom, whose buccaneering legal tactics had attracted the attention of the wide-eyed Steve Brill so many years earlier, had transformed Skadden Arps from a scrappy outsider into one of the world’s leading law firms. It was a specialist in tricky mergers and acquisitions—in one particularly frenzied year, the law firm brokered a staggering $1 trillion in mergers17—but it was much more than that. These days, it was a hired gun in all sorts of situations that required trigger-happy lawyers and tactics.
In February 2011, Flom died of heart failure.18 That same year, a world away, the government of Ukraine imprisoned the archrival of President Viktor Yanukovych. Critics, including then–secretary of state Hillary Clinton, decried the prosecution of the former prime minister, Yulia Tymoshenko, as an antidemocratic hit job, designed to kneecap Ukraine’s leading opposition party. The international backlash further isolated Ukraine from the West, and so Yanukovych’s government went looking for help. Paul Manafort—who would become the chairman of Donald Trump’s presidential campaign—was hired to polish the authoritarian government’s image. He enlisted Skadden to conduct an ostensibly independent review of the prosecution of Tymoshenko.19
Skadden was a natural choice. It had become a go-to law firm for Russian oligarchs and Kremlin-linked conglomerates. One of its most prominent lawyers was Gregory Craig, who had been President Obama’s White House counsel. Manafort figured the involvement of the politically connected Craig would imbue the Skadden report with extra credibility in Washington. (Promised millions in fees, Craig went to bat for Manafort, at one point trying to get Skadden to hire his daughter.20) The report came out in December 2012. It dispensed some token criticisms of the prosecution, but overall Skadden concluded that Tymoshenko’s conviction was just. The firm said it found no evidence that her prosecution or incarceration were driven by politics in such a way that the conviction would have been overturned “under American standards.”21 Coming from an elite American law firm, it was a valuable endorsement. Skadden pocketed more than $5 million in fees.22
Alas, the Obama administration didn’t buy it. (“Skadden Arps lawyers were obviously not going to find political motivation if they weren’t looking for it,” a State Department spokeswoman noted.) Nor did other Western governments23—or ordinary Ukrainians. By late 2013, hundreds of thousands had taken to the streets of Kyiv to protest Yanukovych’s corruption and deepening ties to the Kremlin. The president’s government soon collapsed, and he fled to Russia. Federal prosecutors later investigated Skadden’s work for Ukraine, culminating in criminal charges against Craig and a Skadden associate for lying to federal authorities. Craig was acquitted (his colleague pleaded guilty), but Skadden had to pay $4.6 million to settle the Justice Department investigation. And it forked over at least $11 million to Tymoshenko,24 who emerged from her two-and-a-half-year imprisonment frail, wheelchair bound, and very angry.25 “It’s a pity that such a well-known company like Skadden even considered to take this case,” she said. “This is a dirty, dirty, dirty contract.”26