Tuesday, September 03, 2002

Best Legal Drama On Television

Hands down, it is The Guardian. All of you Law And Order devotees, catch your breath. I love that show, but come on: it's been on for eons and, as enjoyable as it is, it is running dry. Besides, as brilliant as it can be, it's not a pure legal drama. Ah, The Order part. So setting that to the side, The Guardian is wonderful. Simon Baker's understated performance is thoroughly enjoyable and a relief from The Practice style of lawyer. And, finally, evidence that there is a transactional side to the law and that some lawyers really don't spend all their time in court! (Maybe my relatives will start to believe me when I tell them that I negotiate deals, not represent people seeking divorces.) Now if only I can convince someone good over at Television Without Pity to do episode recaps for the show.

Tonight's episode had an interesting segment. The CEO of a company hired Nick Fallin's father's firm to help his company acquire a food products company. The CEO tells Nick that he wants to get the company at a cheap price, so Nick negotiates a deal where they buy the company excluding assets not involved in the business operation of the company, which included a jet. Exclude the assets, drop the price. Well, it turns out that the CEO really wanted that plane because he couldn't have bought one himself and the company wouldn't buy one for him to use. But if one was acquired as a by-product of the acquisition... Nick tries to get the plane back in the deal and negotiates a deal to pay a real estate developer three-hundred thousand dollars to back out of a purchase of the plane. (The company sold the plane to him after it was excluded from the asset sale.) The CEO screams at Nick, because the board of his company isn't going to approve such a payment that clearly is to get the plane. Well, someone else in the firm negotiates another deal for the client that gets him another food company that has a plane.

The episode contains hints of the problems, but mainly leads a viewer to think Nick screwed up because he wasn't paying attention to what the client really wanted. Actually, he probably was. See, the client is the company not the CEO. As much as the CEO is the practical client from a day-to-day interaction point of view, there is always the potential that the CEO's interests are not in line with the interests of the company. The CEO is not the client, but an employee of the client. (Set aside a CEO with controlling or sole equity interests for now.) It's difficult, but there could be a situation where one must go above the CEO to the board of the company to get approval for an action or advise them against an action because of the conflicting interest of the CEO. Naturally, a difficult balancing act for the corporate lawyer whose relationship and flow of business stems from the CEO, not the company. Nevertheless, that's the situation. Not entirely clear what the answer is in our fictional example, but clearly the CEO's interest in the plane is personal and not being made for the benefit of the company. Still, the company may have use for a plane (or may see the rest of the deal outweighs its cost) and they would own it. So they might still approve it even if they aren't in cahoots with the CEO's desire to have a perk.

And to think I wanted to practice criminal law.


Post a Comment

<< Home