The annual associate dinner party was a relatively recent addition to the culture of Morgan Siler. Morgan Stevens had not done such things, but Morgan Stevens was no more. Its troubles began, in an unhappy coincidence, at the time of Archie’s greatest satisfaction. Peter, returned from Cambridge with a new wife, joined the firm in 1967 and quickly established a reputation as a hard worker. Other lawyers took his eventual ascension to partner as foreordained, but Peter did not, or if he did, it was with a staunch Calvinism, an attitude that said he would not let a little thing like predestination affect the way he conducted himself. Archie was justifiably proud, proud that Peter had chosen Morgan Stevens, and proud that he had evidently chosen it from a belief in its merit and not as the easiest road. Still, he would have liked Peter to accept a little more help, to ask at least for advice. Others did; junior partners and even associates came to the sprawling corner office, sat on the leather couch, and spread their problems before him. Archie looked out the window toward the green recesses of Rock Creek Park and traced his mysterious designs on a yellow legal pad. He liked to advise the younger lawyers. Giving advice, offering sound judgment, that was what lawyers did. But they didn’t teach prudence in school—how could they?—and so a man had to pick it up on the job as best he could. To pick it up from his elders.
Archie would be the first to admit that he’d learned a lot from his own father. He’d been encouraged to bring his problems; he’d received advice, money, references. But Peter had always been stubborn about such things. Even as a schoolboy he’d struggle for hours with a trigonometry problem rather than turn to his parents; on the golf course
he drove ball after ball into the water despite Archie’s urgings to change clubs and lie up. Or perhaps because of them. Archie had told Peter how much he owed his own father, and for a time he’d thought that Peter didn’t hear. Now he was starting to think that Peter had heard and chosen not to repeat. The implicit rebuke stung. What was a father for, if not to teach his son how to navigate the world they shared?
But then, Archie was no longer so confident that he knew the answers. That was the trouble. Not long after Peter started work, Archie had received a call from Charles Latham, the president of Glendale Paper. It was a small company but a good client; Morgan Stevens had shepherded it through the first years of its existence, drafted the articles of incorporation, and seen to day-to-day needs. They’d taken it public some years back and Charles and Archie had celebrated over drinks at the club. And now, it appeared, the modest success had put it in danger. “They’re trying to take my company away from me, Archie,” Charles said. “Someone’s buying up my stock. They’re going through Goldman Sachs. I don’t even know who it is.”
A takeover, thought Archie. A tender offer. Those bankers were vultures.
If there was one thing that made Archie glad he’d chosen the law as his vocation, it was the growing rapacity of the investment banks. The country had been through waves of mergers before; the last one had been kind to his father’s firm and paid for much of his own education. But things were different this time around. Say what you might about the robber barons, they gave us the railroads. The recent mergers created nothing, as far as he could see, beyond fees for the bankers. And they were accomplished in a different manner—a sudden offer to buy up outstanding shares, a veiled threat that those who held on would be squeezed out at a lower price once the acquisition was complete, the devouring in an instant of a company built through years of toil and sacrifice.
“We’ll look into it,” he promised Charles. And he did, though halfheartedly. Takeovers were something no self-respecting lawyer would touch. Reputation was hard to come by and easy to lose. For an old friend, Archie made exceptions. He undertook the predictably futile attempt to discover the identity of the mysterious suitor; he sent a dignified letter to the shareholders urging them to have faith in the company’s long-term prospects and the wisdom of its founder. All, as expected, to no avail. In
a matter of months Glendale Paper was no more. Charles landed on his feet; to Archie’s great surprise he’d tendered his own shares and received a substantial premium. But there would be no more dinners at the club to mark the company’s achievements.
The loss of a good client was hard enough to swallow; worse was the knowledge that the killer was out there, celebrating his success, emboldening others of his kind. And emboldened they were; the number of tender offers increased. The depravity of the business world—Archie knew it well enough. It was to avoid that maelstrom of cannibalism and ruthlessness that he’d gone into the law, as a place where one could rise through wisdom rather than blind aggression, stand aside from the fray and serve some value other than mere self-regard.
What he hadn’t seen was how far the depravity would spread, that the bar was corruptible in a way it hadn’t been before. The unspoken understandings that had guided generations of lawyers were unraveling; the bar’s attempts at self-regulation were increasingly ineffective. Then discipline was farmed out to the courts, and that, Archie thought, was the last straw. We handed our ethics to the courts, and the courts gave us back law. And who better than a lawyer to get around the law, to exploit the elasticity of a phrase, to dance along the knife edge of the permissible? That was what ethical canons had instructed them not to do, and ethics resisted casuistry—at least, the bar’s Protestant ethics did. But law did not; law would never constrain lawyers in the way professional norms had. No rule of professional conduct would tell you not to participate in a hostile takeover. There was only the understanding that such things just weren’t done.
And then they were done, even by the best firms, and the lawyers of Morgan Stevens began to wonder if they could afford to stand aside. Ridiculous, scoffed Archie. He hadn’t declined the brigands’ role to make himself their advisor, to do the dirty work for a profession he’d refused to enter for fear of soiling his hands. Others disagreed, and in the space of a few years the disagreements multiplied past the point of settlement.
The litigation department, now an increasing source of the firm’s revenues, wanted to grow. “It’s where the money is, Archie,” said Fred Cox. Archie couldn’t dispute the fact; nor could he see its relevance. Cox wanted to recruit more young associates; he wanted to end the practice of lending litigators to Legal Aid, which he apparently saw as Archie’s method of enervating the department through controlled bleeding.
“The purpose is to purify,” Archie said, immediately regretting that he’d acceded to the metaphor. But there was a point to it. Through their public service the associates were awakened to the ideals of the profession, something Archie was growing aware the law schools were not achieving; they came to see themselves as stewards of the public trust, responsible to society rather than individual clients. Cox shook his head and muttered darkly at steering committee meetings.
Nor was he alone in his complaints. The corporate department wanted litigators who specialized in mergers and acquisitions; they wanted a bankruptcy group. “It’s one-stop shopping,” Bill Raymond said. “If a company can’t get everything it needs from us, it’s going elsewhere. And it doesn’t help to get a reputation for abandoning clients when they come under attack.” Preposterous, Archie thought, but in this as in other matters the world was slowly proving him wrong. The rivals of Morgan Stevens were indeed growing and expanding the range of services offered; increasingly, they were adopting other innovations, allocating profits among partners based on the work they brought in, setting billable-hour targets for the associates to meet.
“It’s for the good of the firm,” Raymond said, and Archie could have wept with frustration. He didn’t doubt his partners’ sincerity. They certainly thought they were pursuing the best interests of the firm. And from their perspective, they might even have been correct. But they made a fundamental error, one that Archie would never commit, one that he could never get them to see: when they spoke of the firm, they meant the lawyers. Archie wished his partners well, and of course he had a proper regard for his own financial success. But his loyalty, his love, belonged not to the individuals but to the benign, immortal abstraction he’d birthed, and the idea that they could make more money by changing its nature was as perplexing to him, as barbaric, as if Fred Cox had stood up one day and suggested that they seriously consider getting with the times by throwing a virgin into a volcano.
They’ll get over it, Archie thought, and once more he was mistaken. Had it been only their own preferences at stake, Raymond and Cox might have stood pat. They’d spent two decades doing things Archie’s way, and their bank accounts attested that those had been good years. But the young partners, the rising stars whose clients and labors would bankroll the founders’ golden years, were getting restless. They would be welcome at other firms. Law students raised the subject delicately in
interviews. Morgan Stevens was acquiring a reputation as a firm mired in its own traditions, unable to adapt to changing business practices. Is it true, the students asked, that the firm won’t work on takeovers?
The rebellion, when it came, began in the litigation department. Archie had long viewed the department as unreliable. Like a troublesome tooth, it offered hot flashes of complaint and sudden sharp pains when pressed. Had he the stomach, Archie knew, he should have drilled it clean, burned out the core, and filled it up with solid material. But he had ignored the symptoms of rot and now faced the prospect of losing the whole thing. And not just litigation. Cox and his subordinates could pack up and leave; the loss would be unpleasant, but not disfiguring. The firm would be less powerful without them, but still presentable. But the decay was widespread. The corporate group, which more than any other was the face Morgan Stevens offered the world, was also expressing concern about his leadership, about the firm’s direction. And trusts and estates, the real betrayal, a department Archie had nurtured and championed even after it had ceased to pull its weight. “For the good of the firm,” they said.
Archie, forced to take the matter seriously, weighed his options. He dared not raise the question directly with clients, but every indication suggested that if the firm splintered, they would not stay. He considered his scattered fiefdoms; he made office visits. Bert Stevens shook his head. “We need to compete, Archie.” There would be no help from the real estate department. In the rebellious provinces, armies were forming. The lack of a partnership agreement made it hard to see how Archie could be deposed, but likewise hard to see how he could keep power. Informal caucuses formed in the hallways; straw polls were taken. At last Cox circulated a draft partnership agreement. Promotion within the firm and partner compensation were to be decided by the steering committee; other matters were subject to a majority vote of the entire partnership. The agreement itself would become effective if endorsed by two-thirds of the partners.
Archie’s loyalists remained, some of them, spread across the departments: those he’d brought in early who placed that personal debt first, those who had been his imitators and still believed. For the first time in his career, Archie began to count votes.
He came up short.
He had made two mistakes, Archie thought. He hadn’t seen that the corruption of the businessmen could spread to the bar, and he hadn’t seen that the corruption of the bar could spread to the firm. That some
lawyers would come to admire the bankers, that his own partners would admire those lawyers. And now all the bulwarks on which he’d relied were cast down; the mercenary world whose yappings he’d disdained from the security of his keep was within the walls, and he was powerless to resist.
Archie had one last card to play. The Morgan Stevens partnership track, though it varied for exceptional individuals, had historically been seven years. If Archie shrank it to five, he saw, he could immediately make up to twelve new partners, more than enough to shift the balance of power among the current twenty-three. They would be young partners, so no one could complain that the firm was in the grip of the geriatrics. And they would include Peter.
The invitations to become a member of the firm went out, as always, on Archie’s letterhead. In the end, Archie selected nine of the twelve candidates, a higher percentage than usual, but not outrageous. He cut two litigators based on his estimate of where their loyalties lay, and one estate lawyer on the grounds that the department didn’t have enough work to keep the existing complement busy. None of those he cut had his own clients; none was such an excellent lawyer that the passing over seemed partisan. As the invitations went out, Archie circulated to the existing partners his endorsement of the Cox agreement. And he waited.
Raymond and Cox recognized the maneuver for what it was, a last attempt to shake up the rosters before the game began. They remained confident; the economics of their position were unassailable.
Archie was hopeful. Peter shared his values; that was certain. He was not the most gregarious lawyer, but there was strength within him. He could become a leader; he could emerge as the guiding figure for his generation at the firm. He could take Morgan Stevens into the future.
Peter Morgan saw his father’s letterhead and understood its significance at once. A vast contentment spread over him. All his life he had piled up achievements only to see them discounted by others. No mystery how he got into Harvard Law, he’d heard classmates whisper; wasn’t there an Archibald Morgan Chair in Legal Ethics? Peter worked ferociously to remove any question as to whether he merited his success, to erase with the sweat of his brow the suggestion of undeserved privilege. And now he had the opportunity to settle the matter at a stroke, to clarify his relationship to the power that had long overhung his future. The old man needed him.
Peter set to the task with his accustomed energy. Time was short; the new agreement called for a general partnership meeting in three months, and Cox had let it be known that he would propose the formal creation of a bankruptcy department. Archie, in turn, had indicated that he would resign if the motion passed. Peter buttonholed the new partners in the halls; he paid respectful visits to the older ones and nodded seriously behind closed doors. What surprised him, in the end, was how easy it all was. It helped that he was tall and his expression grave; it helped that he had a deep and reassuring vertical line between his brows and a measured, sonorous voice. It helped that his name was Peter Morgan; he would admit it. But mostly it helped that he had a vision and a plan for its implementation. Really all one had to do to lead, he realized, was to act like a leader. Peter learned how easy it was to play a role, and then how easy to become the role one played.
There was no regularly scheduled business to conduct at the first partnership meeting of Morgan Stevens. The partners, assembled in a private dining room of the Metropolitan Club, ate an awkward lunch and moved immediately to the consideration of Cox’s motion. Archie voted first, a firm and defiant “nay.” Bankruptcy wasn’t the issue; he understood that, and so did everyone else. It was a referendum on him and his leadership. Raymond and Cox voted “aye,” as expected, and Stevens too. Among the preexisting partners, Archie was outvoted fourteen to nine.
Peter’s cadre made up the shortfall. They supported Archie eight to one, and as the last, meaningless “nay” came down, Archie looked across the table at his son and beamed. He could have called then for Cox’s resignation; perhaps he even had the votes for ouster. But Archie was not a vengeful man. He turned his smile on the rest of the room. “I’ve always been proud of the firm,” he said. “And I’m proud of my partners too. I know we’ll move forward together, as we always have.”
Later, alone with Peter, he sounded a more somber note. “Legal practice is not what it was,” Archie said. “We’ve done good work here today, but I am not sure what it is that I will eventually hand to you.”
Peter Morgan allowed himself a slight smile. Hand it to me, will you? “We should think about that, Dad,” he said. “We’ve got clients that need work done. Why shouldn’t we do it for them, regardless of what it is?”
“Clients don’t need work done,” Archie said. “Clients need counseling. That’s what we do for them.”
Peter tried again. “But they do, sometimes. They get involved in
litigation, or bankruptcy. Or a takeover battle. Why shouldn’t we help them out?”
Archie found his pleasure dissipating. “There’s work that we don’t do because it’s all but impossible to do it in the proper spirit. It’s nasty, grabbing work. There are other firms for that sort of thing. At least there used to be.”
Nasty, grabbing work, Peter thought. Give it to the Jews. Archie might as well have said it. “What was better about that, Dad?” he asked. “Was it better when the Catholics and the Jews couldn’t get jobs at a place like this? When we farmed the dirty work out to them? And now we take it because it’s a moneymaker, and we take them because we see we’re not so different.”
“Peter,” said Archie sharply. “You know that’s not what it’s about. We hired Catholics in 1945. Ed Carroll’s been a partner for twenty years. Sullivan and Cromwell took a Jewish partner in 1894, for God’s sake, and they’re the whitest of the white-shoe.” His tone softened. “There used to be standards, Peter. That’s all. There used to be standards, and now there are only rules. There used to be work that gentlemen wouldn’t do. If you don’t have that, how can you have gentlemen?”
Archie could see the comprehension breaking over Peter, see it in the pursed lips and slow-nodding head. At last, Archie thought, Peter understands what Morgan Stevens is. The two partners looked at each other gravely, each grasping the enormity of a different problem. We’ve saved this for the moment, Archie thought. But how much longer can we last?
And Peter: Things are going to have to change around here.
Change they did. The reputational overhaul was accomplished quickly; in a matter of months, the talk in the law schools and the halls of other firms took a different tone. Morgan Stevens was a young firm; Morgan Stevens was aggressive. The steering committee pushed the partnership track up to eight years; the firm hired litigation associates en masse. Archie watched, bewildered, as the coalition that had ridden to his rescue dissolved. The partners showed no awareness that they were changing sides, that sides existed at all. We’re glad the divisiveness is in the past, they said. We’re glad to be moving forward as one firm.
The sharp divide no longer existed, it was true. Cox’s supporters had faded away just as Archie’s had. Cox himself seldom spoke at partnership meetings, and the new proposals came from an array of different partners, in different departments. With no target to fix on, Archie could
only sit helpless as the committees chipped away. Partners receiving bonuses for clients they’d brought in, an 1,800-billable-hour target for associates, a bankruptcy reorganization undertaken as an exception for a favored client. Flakes of paint from a frescoed wall, a new image revealing itself underneath.
A stroke felled Bill Raymond two years later. The whole Morgan Stevens partnership, now forty strong, turned out for his funeral, a custom Archie encouraged. Despite his relative youth, Peter took Raymond’s place on the steering committee, and Archie was reassured. At sixtythree, he was beginning to slow down, taking longer lunches, lingering at home in the mornings. Peter would look after things.
Peter did. White linen paper went up on the walls, suitable backdrop for the museum-quality art collection assembled by a team of decorators. He commissioned a portrait of Archie for the main reception room. A reminder of where we came from, he said at the unveiling. A head on the wall, some of the other partners joked; a reminder of what happened to those who didn’t see things Peter’s way. Jokes of all sorts grew fewer as the years passed; crisp professionalism flowed through the corridors like a cooling, impersonal breeze. Peter did away with the custom of daily coffee hours in the library, where lawyers had gathered to share news and anecdotes; instead a firm newsletter was printed up and distributed each week. Peter had two daughters now; he’d joined the Metropolitan Club and advertised the firm with careful asides and the vigor of his person, his starched white shirts and expensive cuff links. Still he spent long hours in the office, leading by example, making constant subtle adjustments to the firm’s identity. He could feel it taking shape around him.
Archie never knew, though in later years he must have suspected, what promises Peter had made behind closed doors to lock up the votes against Cox. To Archie’s true believers—pitiful how few they were; Peter was almost saddened—he had vowed undying loyalty to the old man’s vision. But to the others …
A big shakeup will disturb the clients, Peter had said. Let it come gradually. Let it come with a transition of leadership. If Archie resigns in a huff, we’ll spend the next three years trying to get back our goodwill.
And they’d agreed. We’ll make the vote close, Peter said. Not downto-the-wire close—don’t want to give Archie a heart attack. Close enough that he sees there’s a strong movement for change. But he wins; he’s happy. And then we start making the changes, slowly at first, and keep reminding
him that he’s won. He won’t even notice for a while, and when he does, there won’t be any one thing to single out and make a stand over. If he resigns a few years down the line, no one will make much of it. He’s getting to that age anyway.
The end of the 1970s saw the last stages of Peter’s grand design. Other firms were getting bigger; Morgan Stevens, barely topping one hundred lawyers, needed to grow. One quick gulp gave them a bankruptcy group. Peter cherry-picked the partnership rosters of other firms, plucking away Harold Fineman, a rising star at Schulman Roth, the brainy but eccentric Larry Angstrom from Jackson Rowe. He leased more floors in the K Street building and approached his ultimate target.
Samuel Siler was a man after Peter’s own heart. He’d built Siler & Associates from scratch, creating a highly profitable mergers and acquisitions boutique unique in the D.C. legal community. But he was getting on in years, almost Archie’s age, and no established leader in his firm stood ready to take his place.
They met in the Metropolitan Club. Siler was not a member, and Peter felt that this set the appropriate tone. “It’s a merger of equals,” he said. “We have the greatest respect for what you’ve created. And of course that will be reflected in the name.”
Siler was beyond flattery. More, he recognized a kindred spirit. Peter wanted his clients, his reputation, his corps of disciplined specialists. All those assets increased in value when tied to the Siler name; Peter was doing him no favors. What he did offer was the greater revenues of a larger firm, a substantial increase in income during the twilight of a career. “Really,” he said, “what are you proposing?”
Peter lowered his voice to a confidential whisper. “Raymond is dead,” he said. “Stevens is irrelevant. Morgan, Siler, and Cox. I’ve got to keep the old man’s name first. I couldn’t look him in the eye otherwise.”
Siler was amused. “Come on, Peter. That’s your name.”
Peter shrugged. The thought had occurred to him.
Archie, when news of the merger broke, took the same perspective. But he was getting old enough to be philosophical. It had been hard to watch his firm change around him; in a way, this was a relief. Morgan Stevens was dead; long live Morgan Siler. “Well, my boy,” he said, “you’ve made your own place in the world. May you have better luck with it than I did.”