The billing machine is back. Seventeen of the last 24 hours of my life were whittled away in various conference rooms, haggling over sentences and revising contracts on my laptop. After eating dinner and finishing yesterday’s installment I was summoned at 8 p.m. to a small conference room. With my translator and a representative from the client I took comments from a four-person team from the Chinese side on a contract another Black & Coen lawyer had drafted, in several spots incorrectly. My off-the-cuff defenses of some of the more questionable provisions seemed to satisfy them; when you communicate through a translator, your explanations don’t have to be quite as cogent. I quit at 1 a.m., letting the translator note the remaining comments.
My sleep is pretty restless; I keep thinking I feel the same insects who left a series of ichy bumps on my limbs last week, but the next morning I am bite-free.
I head for the restaurant at 7:40 for breakfast. There is no bigger fan of Western comforts than yours truly, but I am nevertheless frustrated by the insidious takeover by Holiday Inn-style buffets of the world’s hotels. What business does a Chinese hotel catering to a Chinese clientele have serving bacon and eggs? Why is there a salad bar, but only two types of dim sum? And what just walked across my plate?
At 8 a.m. sharp I’m back in the big conference room. There are about 20 Chinese from the People’s Republic of China in the room, playing the role of the Opposite Side; about ten Hong Kong and PRC Chinese who work for the Western client, representing Our Side; and there is me, the lawyer, the gweilo, the Other.
I spent a few years living in Japan, so I long ago outgrew the sense of unease that white Americans feel when suddenly placed in a minority. But I still have not got over the hostility one’s opponents, and sometimes the clients, feel toward lawyers. It’s understandable. When you work on a deal, you are the one forcing people to look at the potential conflicts, the worst-case scenarios. It’s hard enough putting together a big transaction only to have some young suit pointing out how everything could go wrong.
Item 1 on the agenda is my contract, the most innovative piece of work I’ve done in the last two years. Starting with a proposal from the Chinese side, I have figured out a way to structure a modest part of the deal to peel off maximum profits for both sides. However, it involves taking a fairly conventional kind of contract and turning it on its head so that in some cases the side doing the work (the Chinese) has to pay the foreign side for the privilege of performing these services.
The Chinese let loose on the document. They hate the cover memo, are unhappy with the table of contents, don’t like the ordering of the sections, loathe the defined terms, and don’t understand the financial terms, but are sure they don’t like them. I can imagine the old-timers thinking, “In my day, we shot running dogs like him.” They then request an explanation of the financial terms.
After two hours of my lecturing, the same spokesman tells me that they now have a better understanding of the contract, and while they are sure it is still unacceptable, they want to break for smaller discussions.
A smaller group of about nine senior people meets. The Chinese say half of our structure is acceptable. Are there other structures that could be used instead? I suggest a few, but I don’t know if they will work in China. We break for lunch.
Back in the same restaurant as last night, I take another look at the glass bowl of scorpions, ready for frying. Only three or four are moving on top of a pile of their slain brethren. Isn’t this metaphor for my career just a little too convenient?
At 1 p.m. I catch up on some of the contract revisions suggested last night. The small group reconvenes at two. My translator is not back, so I miss the first five minutes. Then the team leader from our side says, “I think we have a breakthrough.” The Chinese have accepted the concept, but with lower levels of payment. The deal is starting to smell like a closer.
We hash through the ugly mechanics of the transaction, quitting at 6 p.m. so that the legal and financial crew can catch up on the agreements and spreadsheets. More dinner at the Scorpion Bowl and then four hours at the word processor working with the translator on the Chinese documents.
This is about as good as it gets.