Law is a Battlefield – Spies

by general counsel on September 9, 2009

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Hence it is only the enlightened ruler and the wise general who will use the highest intelligence of the army for purposes of spying and thereby they achieve great results. Spies are a most important element in water, because on them depends an army’s ability to move.

-Sun Tzu

I sent Gladys on a LRRP today (that’s Long Range Recon Patrol (pronounced “lurp”), for you candy-assed civilians), and she came back with some very interesting intel.

Charlie Foxtrot, our CFO, was eating lunch at an offsite DFAC (Dining FACility (pronounced “dee fack”)) with India Romeo, the head of investor relations, who reports to me.

The place they were eating is well off the beaten path, although they have excellent tamales there.

Why the secret meeting between one of my reports and my sworn enemy?

This can only mean one thing.  Foxtrot is plotting to steal the IR group from me.



A few years ago we had some accounting problems, SEC investigation, earnings restatement, all that. I was able to squash the derivative suits, but it was ugly there for a while. It actually worked out really well for me. I managed to pull off a nice coup and wrested control of investor relations from finance.

I spun the board a yarn about checks and balances, and making sure finance had a gatekeeper between itself and the street. Who better to serve as the guardians than the lawyers? It was brilliant.

Charlie Fucking Foxtrot, who was just a mid-level nobody before “the troubles” was the last man standing when we cleared out the finance organization.

That means he’s doubly dangerous: he doesn’t have the stink from “the troubles,” and he clawed his way over a bunch of more-obvious (and more pliable) candidates.

***

So I stopped by old buddy Charlie’s office just to catch up.  We chatted about the usual nonsense, then I mentioned real casual-like how things were going with the company and how it looked like a lot of the pressure was off from Wall Street with the markets so far up this year and whatnot.  Seemed like things were getting back to normal and the investor calls weren’t so hostile anymore.

“I’ve been thinking about that, Jack,” said Charlie.  “Now that the company and the economy are back on track, the analyst questions are drilling down a lot more into the hardcore financial area.  India’s good, but I worry that she’s missing some of the subtlety to the questions.  Why just the other day, she confused loss allowances with loss accruals.”

“I’d heard about that.  I’ll have a talk to her.  Some of these issues are just so archaic, we shouldn’t even be addressing them on the calls, if you ask me.”

“Well, we have to answer to the analysts, right?  Maybe we should see if we can figure out a way to get her some support on those calls.  Someone she can turn to when the questions get too specific.”

“I don’t really have anyone like that.  Did you have someone in mind?”

“I’d be happy to do it myself; that way they’d know we were serious.”

Gotcha!

“Sounds like a plan.  Why don’t you go ahead and see how Big Boss feels about that?”

***

Two hours later, they were escorting that dumb sonofabitch out of the building.  The Boss is still PTSD from his own near-death experience during “the troubles.”  The doddering old fool practically cried in front of the board to keep his job.  One mention of finance being in charge of commo and he’s heading for the hills.

A few choice words in the executive bathroom about running into Foxtrot’s predecessor and the Boss was already bugging out.  He knows it was my overhaul of the disclosure and compliance functions that kept him from losing his job, too.

And as a bonus, India Romeo was in my office half an hour after getting back from lunch, telling me all about Foxtrot’s machinations. It’s possible she saw Gladys (or smelled her), and that’s why she reported in, but she made the right noises.  I’ll be keeping an eye on her.

***

Gladys is just one of my eyes-and-ears. I go to great lengths to instill a sense of loyalty to the law department to all of my former lawyers.  Sun Tzu said there are five kinds of spies:

  1. local spies – the inhabitants of a district.  Gladys is my best at this.  She’s like part of the scenery around here.  Everyone is used to seeing her and I can count on her to report back on anything out of the ordinary.
  2. inward spies – officials of the enemy.  This is where I spin my web by sending lawyers off to “work in the business.”  India Romeo is an inward spy, and she proved her loyalty.
  3. converted spies – using the enemy’s spies for one’s own purposes. Ever since “the troubles,” there has been no shortage of these.  I’ve made a concerted effort to figure out who is nosing around on someone else’s behalf and plying them with access and disinformation.  I still don’t trust them, though.
  4. doomed spies – throwing away one’s own failed spies to spread disinformation.  Lawyers are great for this.  They believe almost anything they’re told and when they repeat a tale, it takes on more gravity than it would coming from a civilian.
  5. surviving spies – moles, those who return from the enemy’s camp.  One good thing about lawyers is that at the end of the day, they eventually want to return to the law (usually in my job, but that’s another story). That’s why I’m so generous in letting my lawyers go work in the business.  They think it’s a good career-development move, but for me, it’s an opportunity to develop an embedded source of information.

***

As good as her intel was, Gladys reeked of fried corn when she reported in, so I made her set up shop in the hall outside my vestibule again.  I’m having Phyllis set up an extension for the dictaphone out there.  Phyllis is stinking up the office, but that doesn’t mean she’s getting out of transcribing my electronic mails.

Related posts:

  1. Law is a Battlefield – We, the Willing

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