corporate law: an anonymous account

chuka ugwu-oju 

7:30 AM: I wake up to Dreams by Fleetwood Mac, easily my favorite song off their seminal 1977 album Rumours. Not even the low, sultry voice of Stevie Nicks can convince me to wake up and face the inevitable. I hit the snooze.

7:45 AM: Not yet, Stevie. Not yet.

8:00 AM: It begins. Still in bed, I grab my phone off the bedside table and check my work email. Eight unread emails—not an unreasonable number in my experience, yet I know that each has the potential to set the trajectory of my day in profound and potentially disastrous ways.

The first four are firm-wide emails that I instinctively delete. I’m cc’ed on the next three, all of which could lead to a substantial amount of work in the near future, but that can be safely ignored for the time being. The last email has the subject line “WHERE ARE WE ON THE ESCROW AGREEMENT? NEED NOW. THX.” It contains no text, which I’d argue is the case for a disproportionate percentage of emails with all caps subject lines. The source of this email is Steve Lazio, an eighth year associate responsible for supervising all of the work I’ll be doing for our client, a large pharmaceutical corporation that has operations through the continental U.S. and Europe, to help with its acquisition of a slightly less large pharmaceutical corporation that also has operations through the continental U.S. and Europe. Steve has also, incidentally, played a prominent role in many of the least pleasant professional experiences of my young legal career. Today’s going to suck, isn’t it?

8:10 AM: Though I understand that its merits are increasingly questioned, I’ve always been a staunch advocate of the daily shower. But the Escrow Agreement that Steve asked about definitely isn’t finished, and the tone of his email would suggest that this is not ideal. I quickly get ready and leave my apartment.

8:30 AM: I enter the subway station at 14th and 8th and begin my journey to work. I live on 14th St. between 7th and 8th and my office is right around Grand Central, so I generally take the L to Union Square, then take the 4 or the 5 up to Grand Central. Union Square at about 8:40 in the morning is probably even more crowded than you would expect. Is it weird that I’ve often wondered how quickly the zombie apocalypse would spread if it were to begin in this particular place at this particular time?

8:55 AM: I walk onto the 40th floor of my building, which contains many of my firm’s offices. The path from the elevators to my office leads me past the partner who sexually harasses anyone in his immediate vicinity, the partner who’s surprisingly open about his contempt for his wife and children, and the partner who, like me, is from the middle of California and goes back on forth on whether she prefers Illmatic or It Was Written. Her mere presence is a constant source of emotional stability.

9:00 AM: I sit down at my desk. It’s Escrow Agreement time! To be candid, most high-level contractual language could be in Mandarin for all I know, but Escrow Agreements are a particularly mindless task among the generally mindless tasks delegated to junior corporate associates. “I shall make swift work of this Escrow Agreement,” I whisper to myself.

9:20 AM: A text message from Rachel, this girl who I’ve seen a few times over the past couple of weeks. She wants to know if we’re still on for dinner tonight. I confirm that we are. I really like Rachel. She’s extremely kind, funny. Attractive in a Beyoncé sort of way. Naturally, I’m already screwing things up. The last two times we were supposed to meet up, I had to cancel because of work stuff that came up at the last minute. This cannot happen tonight. It will not happen tonight.

10:00 AM: I finish my draft of the Escrow Agreement. Seconds later, Steve calls me to say that I have five minutes to bring a copy of said Escrow Agreement to his office so we can go over it together. Phew.

10:04 AM: I walk into Steve’s office and hand him a copy of the Escrow Agreement. I hate Steve. But knowing that I have done exactly what he asked and in all likelihood have done it reasonably well fills me with a sense of calm generally absent during our encounters.

Steve quickly flips through the Escrow Agreement, after which a genuine look of confusion appears on his face. “Is this it?”

A pit slowly forms in my stomach as I realize that something has gone terribly wrong. Hoping my growing sense of dread isn’t somehow contorting my facial expressions, I ask if there was anything else he wanted to see.

Steve is now visibly irritated. “What about the Bill of Sale? The Intellectual Property Assignment? The Seller Note?” His irritation has evolved into outright rage. “We’re supposed to be closing this deal in two weeks! You think these very basic documents are my responsibility?”

“I don’t think that,” I respond, attempting to calm myself down, “I just wasn’t aware that you wanted to see everything today.”

“You need to start taking a lot more ownership of this deal,” he says.

“I will. I’m very sorry about this,” I say, with a tone of contrition so genuine-sounding that it surprises even me.

Steve turns back to his computer. “So, when can you have all of this done?”

One of the first things I learned on the job is that when you’re given an assignment, unless otherwise specified in unambiguous terms, the assignment needs to be completed as soon as possible. Another one of the first things that I learned on the job is that you never set a self-imposed deadline if you aren’t absolutely sure that you can meet it. Keeping these foundational principles in mind, I quickly do the math in my head. “I should be able to have all of this finished by the end of the day tomorrow. Definitely by the day after that.”

“How about end of day today?” Steve responds.

My mind flashes to my date with Rachel and the likely consequences of my cancelling the third date in a row. “Um… I, uh... I can make this my only priority today, but I actually have plans tonight.“

Steve doesn’t even bother to look up from his computer, but I can see his eyes narrow with derision. “Well, if you’d like to keep those plans, I suggest you start working on these documents now.”

10:20 AM: Oh no. Oh no. Oh no. I am back at my desk, paralyzed by the enormity of the task at hand. Is my left foot shaking? That’s new and will be investigated in due time, but I need to get started on my work. I’ll start with the Bill of Sale.

11:00 AM: Progress is slow, but it’s progress nonetheless. Ben Peters, my officemate, who I’ve known since we were both hired as summer associates, finally strolls into the office. One of the perks of working in a big New York law firm is that our workday starts later than most. You can get into the office as late as 10:15, possibly even 10:20, and have no one bat an eye. Still, 11:00 am goes well beyond what even big law firms would consider to be acceptable. This befits a man who, even before his first day of work, decided that he hated this job and, by extension, everything and everyone associated with it. Ben sits down at his desk in a huff, turns to me, and exclaims, “This is slavery!” I think to myself, am I obligated to engage with this? Do I need to point out the many different ways in which working as a corporate lawyer, nay, voluntarily providing any services in exchange for compensation is unlike slavery? I meet his gaze for a few seconds, grin, then return to my work.

11:30 AM: I realize that the precedent contract I’ve been using to create the Bill of Sale is from a transaction that was, in many important ways, structurally different than the transaction I’m working on now. The work I’ve done so far is all unusable.

12:00 PM: It’s time for lunch. Ben has dubbed me the captain of the “Sad Sack Lunch Crew,” which, while accurate, seems awfully dismissive of my life choices. But I recently decided that I need to treat myself more, so every once in a while I get lunch in one of the many fine fast casual establishments nearby. I head out the building’s back entrance, walk east to Lexington Avenue, and am confronted by the question that’s divided the Midtown community since time immemorial: Hale and Hearty Soup or Pret a Manger? Hale looks super busy as always, so Pret wins by default. I buy the Spicy Shrimp and Cilantro Wrap, a safe choice despite what I know will be a distressingly low shrimp to cilantro ratio. And no Coke Zero? In 2017?

12:20 PM: I’m back at my desk, armed with a Diet Coke (sad!) and a proper precedent contract for my Bill of Sale. “It’s time to show this Bill of Sale who’s boss,” I whisper to myself, which is, I’m aware, the second time I have whispered to myself today.

1:00 PM: The Bill of Sale is done! On to the Intellectual Property Assignment!

2:00 PM: The Intellectual Property Assignment’s done! Is it the shoes? I stare down the Seller Note.

3:00 PM: Can it be?! Can it be?! I’ve finished the Seller Note! All my work is finished! Done! I AM THE SUN GOD.

3:15 PM: I print out the Bill of Sale, Intellectual Property Assignment, and Seller Note and bring all three documents to Steve’s office. “Hey Steve,” I say, wondering if he can feel the immense amount of Sun Power emanating from my every pore. “I have those documents ready for you.”

Steve looks up with a scowl. “You’re sure these are perfect?”

“I double checked everything,” I respond.

“We’ll see. You should have my comments within the next few hours. We need to send all of this to the client tonight.”

3:20 PM: I’m back in my office, barely able to contain my excitement. It’s 3:20 PM and my date with Rachel isn’t until 9:00 PM. Even if it takes Steve an hour to review each document, I’ll have his comments back by 6:20 PM, which would leave me more than enough time to incorporate his comments and send everything over to the client. Not to get all corny, but I couldn’t be more excited about seeing Rachel. I’ve been single for about a year after getting out of a four-year relationship, which itself was almost immediately preceded by a different four-year relationship. That’s a lot of monogamy for a relatively young dude, so I initially welcomed the opportunity to meet new people. I quickly realized that I’m just not emotionally built for casual dating. There’s way too much flakiness. Way too much guessing the other person’s intentions.

It’s also incredibly expensive. We must smash the tyranny of the $14 cocktail, brothers and sisters.

4:00 PM: I haven’t heard anything from Steve, but that’s okay. I’ve got plenty of time.

5:00 PM: Still nothing from Steve. I’m admittedly a bit nervous at this point. I still have plenty of time, but it shouldn’t take him this long to review these documents. He remembers that I have plans, right? Should I remind him? No, definitely don’t remind him. Just play it cool for now. You’re not missing your date.

5:30 PM: What’s funny is that, though this has been a day marked by wild swings across all ends of the emotional spectrum, it’s actually been a below average day in terms of the amount of work I’ve gotten done. I’ve been going ham on Clickhole for about an hour now.

5:45 PM: Ben packs up his stuff and starts to walk out the door. “Where are you going?” I ask. “Home,” he responds.

I smile and say, “Oh, that’s cool. Leaving before 6:30, huh? I couldn’t be more in favor of that.”

As he walks out the door, he responds, “If they want me to stay until 6:30, they’d better start paying me a 6:30 salary.”

I wonder how long it’ll take for Ben to get fired. Six months? Five? I hope he’s able to stick around for longer than that. The man can get on my nerves sometimes, but we have a lot of really good conversations.

6:00 PM: I’m officially panicking. I still have time, but if Steve doesn’t send me his comments soon, I don’t how I’ll be able to incorporate them into all three documents and still get to dinner on time. I have no other options—it’s time to call this guy.

“Hey Steve.”

“What is it?”

“I’m just calling to check in and see when you might have those comments ready.”

“I’m still working on them. Is that okay with you?”

“I get that, but I—I actually have plans, remember?”

“This isn’t the only thing I’m working on, I’m sure you know.”

“Oh, of course. I’m just wondering – would it be possible for you to email me your comments so we can send the client everything tonight?”

“So the first year associate leaves early while the eighth year associate slaves away in the office all night? Does that seem right to you?”

“No, but—“

“And on the same day I tell you that you need to start taking more ownership of this deal? I’ll get you my comments soon enough. I don’t see what could possibly be so important.”

I’ve long held it to be true that everyone, regardless of how nasty they may seem to be in the present moment, was at one point in their life a nice person. I continue to hold this belief, though I must admit that, in recent days—well, you know.

7:00 PM: Still nothing from Steve. My firm has a policy that anyone who has to stay in the office past seven is allowed to order dinner on the client’s dime. I’m still holding out hope that I can make dinner, but I’m hungry, so I order a salad from a nearby quasi-restaurant (it’s complicated) called Butcher Block. 75% of the time, there’s something wrong with my order, though what they decide to bring me is always excellent. I’d go as far as to say that they’re regularly the highlight of my day, which is both an endorsement of Butcher Block and an indictment of my current emotional well-being.

7:30 PM: I wonder if Butcher Block is hiring. I feel like I have stronger opinions about meat than most people I know.

8:00 PM: Nothing from Steve. I receive a text message. It’s from Rachel: “Can’t wait to see you tonight! Should we meet at the restaurant or at my place?”

8:30 PM: This cannot be happening. I try calling Steve. No answer.

8:45 PM: I call Steve again. No answer. I suppose you all saw this coming, didn’t you? I pull out my phone, sigh, and send Rachel a text: “Hey, I can’t believe this is happening again, but the associate I’m working for just told me that I can’t leave the office until we finish this thing that we’re working on. I’m so so sorry about this. I really like you and want you know that I was really looking forward to seeing you tonight. Do you have plans for tomorrow night?”

9:00 PM: I get a response from Rachel: “I just saw your text. I’m sorry that you’re stuck in the office. I’ve been there, too, and know that it’s never a good time. I’ve really enjoyed getting to know you during the little bit of time we’ve been able to spend together, but I don’t think that this is going to work out. It seems like you have a lot going on in your life at the moment. That’s actually really cool, but honestly I’m looking for something more predictable at this point. Best of luck, though, and if you ever end up going to the Cloisters… let me know.”

9:30 PM: I call Steve again. No answer. In a haze, I walk over to Steve’s office because, I don’t know, maybe he’ll sense my feelings of overwhelming disappointment and repent for all of the emotional pain he’s inflicted on the people around him. His lights are turned off and his laptop is nowhere to be seen. I start to breathe heavily. There’s no way that what I think has happened has actually happened. I head back to my office, look up Steve’s cell phone number on the employee directory and give him a call.


“Hey Steve, it’s me.”

“Oh, hey. What’s going on?”

“Are you still planning on sending me your comments sometime tonight?”

“What? Oh, right? I actually took off a few hours ago, so let’s just take care of those tomorrow. Great job today, by the way. I know I bust your chops, but that’s only because I know you’re going to be very good at this.”

I hang up, pack up my things, and leave the building.

9:50 PM: I’m in a cab on my way home. As I stare out the window, I try to trace back the series of poor decisions that led to this particular moment in my life. I mean, I know that I’m lucky in so many ways . But I’m also really sad. And the path from where I am today to what I think is a fairly non-controversial understanding of happiness has never been less clear.

10:05 PM: I step inside my apartment. The first thing I do is pour myself a comically large glass of red wine. The second thing I do is turn on a DVRed episode of Broad City. I love these broads. I have long considered myself to be an Ilana man, but Abbi’s been growing on me lately. What’s everyone’s favorite Broad City episode? The pegging one?

11:50 PM: Time for bed. Don’t worry about me, readers. It was a rough day, but I know that things will work out in the long run. There will be more Rachels. All Steves will eventually get their comeuppance. Tomorrow will be different.

11:59 PM: It’s Valentine’s Day, by the way. Womp womp.