The whole charade was an act to manipulate the shareholders, share prices, the regulators, and ultimately the market.
The first time I was involved in a deal which was widely-covered in the media, I was about five months into my chambering period.
It was a major fight between three parties, comprising of directors and shareholders of a major listed corporation. The papers reported that things were really ugly and personal, and the matter had resulted in ten on-going legal suits, rumours of criminal charges, and close attention from the regulators. Hardly a day went by that the protagonists were not on the cover of the business pages, and occasionally the main pages as well.
I was parachuted into the deal because they needed some extra bodies to help compile bundles and bundles of documents. What exactly these documents were, I had not much of an idea, but in order to do the work, I would have to sit through a negotiation meeting between the three parties and their various advisors, which I was quite excited about.
The morning of the meeting came, and five of us (two partners, two associates, and me) met at the lobby of a major KL law firm. I was told that the meeting would involve about 30 individuals, and I would not have a place at the table, and would have to sit in an outer perimeter of chairs. I was quite happy about that. I just wanted to watch and learn as the bigwigs of the corporate and legal world grappled with each other. Looking around as the meeting began, there were seriously expensive and well-dressed corporate lawyers, famous household name litigation lawyers, and of course the three parties whom I had been reading about in the business pages for the past month.
This was serious stuff.
What followed was serious disillusionment.
The negotiation meeting turned out not to be an “adversarial negotiation” — instead, it was more of a strategy meeting between the three parties who were supposed to be in conflict with each other. The meeting discussed how to respond to queries from the regulators, and next steps for the various litigation cases which the parties — supposed to be deeply acrimonious remember — had been filing and counter-filing against each other. It’s not that the three parties didn’t hate each other: They did, which was apparent from their lack of direct interaction at the meeting — but at the end of the day, the whole charade was an act to manipulate the shareholders, share prices, the regulators, and ultimately the market. It was a complex fabricated environment fashioned by the best lawyers and businessmen in town, and I guess I should have still been excited to be a fly on the wall as they discussed truly cutting-edge stuff. But all I could think was “this isn’t what lawyers are supposed to do.”
A few weeks later, when things had been resolved, I was in the car with one of the partners who were working on that file, heading for another meeting. I mentioned my reservations about what happened in that file to him.
Partner: Why do you feel so uneasy about it?
Me: Well, what was going on was totally different from what I read in the papers.
Partner: That’s quite normal. The papers are often used as tools to manage public perception. How do you think they get their information?
Me: How? (I was thinking “independent investigation?” but didn’t want to say it as it sounded naive)
Partner: We release it to them of course! You just need to send an email, and these so-called “business journalists” lap it up!
Me: OK. But… wasn’t what was going on a bit… off? I mean, we were actively helping in fabricating a situation to help those guys achieve their aims, at the expense of the minority shareholders.
Partner: You know, at the end of the day, who pays our fees? The minority shareholders? No. It’s these big-shots. And they are our clients, right? So if you look at it that way, we were doing our professional duty, which was looking after our client’s interest. We never did anything illegal. We didn’t break any laws. We just stretched and bent the rules as far as ethically and legally possible, to help our client. That’s good legal work right there.
I pretended like I understood. I didn’t.
That was the first time that it hit me that I was just a naive, young girl starting out in this profession, and that I had a lot to learn.
Alter Ego has been a corporate lawyer in Kuala Lumpur for many years. Livin’ La Vida Loyar is a weekly semi-fictional, sorta-kinda-fact-based, non-chronological account of her experiences in the legal industry. She is writing this column anonymously because she doesn’t want people around her to know that, when she’s furiously typing on her BlackBerry in their presence, she is actually taking notes for this column! Plus of course there’s all this mumbo-jumbo about client confidentiality and getting disbarred. If you have an interesting story to share from your experiences as a lawyer, your encounters with a lawyer, or if you have a question about lawyers, please email her at [email protected]. Confidentiality is guaranteed. She thinks tweeting should be left to the birds. As all fiction is to some extent autobiographical, you may think she’s writing about you. She’s not. Jangan perasan. You may also think you know her. You don’t. Jangan kay-poh.
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