Bill
did not respond directly to Andrea’s objections. Instead he asked her, “How much
do you think is really necessary to start a law firm?”
Andrea
responded, “Let’s say you want to open up business with ten lawyers aside from
the three founders. No one will take a chance on a new law firm unless he is
guaranteed a full year’s salary. Let’s say that we hire three partners and
seven associates; partners at 200 grand, and associates at 150. We will need
additional payroll of a million dollars for twenty supporting employees; computers,
office rental, maintenance and utilities – two million dollars more. I don’t
have a pencil, but I would estimate between seven and eight million to start.
You have to assume that we could earn as low as two to three million dollars in
the first year so you’re looking at a need to raise capital of about five
million dollars to start. What do you think, Shula?”
Shulamit
responded, “Five million is on the low side, but I think we could do more in
first year business. I have another idea that may cut our capital investment
down. It hasn’t been done too frequently, but there is no reason to think that
a law firm can only be privately-owned. If we make it a public company and sell
stock, we could probably raise two to three million and still keep ownership of
the company.”
Bill
admitted that he had never thought of public ownership, but he saw no reason
why it should be unreasonable. “Let’s not go into details of that nature at this
moment. The main two problems are in securing enough clientele and attracting
enough investors.”
“You
haven’t really started at the beginning. Who will be the founders of the firm,
Bill?”
“I
for one,” Bill said, “and Shulamit and Andrea for the other two. I could
imagine a firm called ‘Mazer, Adler and Cohen.’”
Both
Shulamit and Andrea objected. Shulamit broached her opposition. “If I put in
the lion’s share of the investment, I should be first. My suggestion for the
company name is ‘Adler, Mazer and Cohen.’”
Andrea
would have none of this. “If I beat the drums for clients and raise the funds
from investors, I shouldn’t be last.” The final solution was to name the firm ‘Adler,
Cohen and Mazer.’
Shulamit
put a limit of one million dollars on her investment. Both Andrea and Bill felt
they could invest up to half a million dollars each.
“Can
we float a two-year loan from your father?” Bill asked Shula.
Shulamit
answered, “I think that we can prevail upon him to grant a million dollars for
a proportional share in the business. It’s getting late tonight and I think we
should set aside a planning day for some Sunday after Passover.” With that, the
meeting ended.
Shulamit
failed to tell any of her friends that she was expecting and would require a
leave of absence during the starting up stage of the new company.
At
the next meeting on Sunday, Shulamit said, “I have thought about your plan,
Bill, and I have come to a different conclusion. I too would like to be more
independent in my work, and I’m sure the same could be said for you and Andrea.
What I have in mind is to start a firm and affiliate it with Finkel Nash. We
could be known as a branch or as an affiliate or as a subsidiary of theirs.
“I
don’t hold it against Albert that he suggested my retirement. He was under
pressure from some grouchy partners who were jealous of me and Andrea. Since
then, Albert set the men straight and greeted me warmly when I returned from my
leave of absence. He gave Andrea and me an opportunity to become partners and he
settled my claim against the company in a favorable way. I don’t think it would
be right for Andrea or me to betray Albert Nash and repay good with evil.”
Bill
was not happy with Shulamit’s plan. Although it would provide him with an
opportunity to exercise his creativity and be a founder of a new law firm which
would bear his name, an affiliation with Finkel Nash would limit some of his
creativity and freedom of operation. He had to determine if the benefits of the
affiliation would outweigh the loss of independence. He asked Shulamit whether
she had given thought to the details of the affiliation.
Shulamit
said she had discussed the matter with her father who not only would be an
investor but also one who had experience with scores of branches of his main
business. Her father had drawn a simple plan which she would spell out for the
founders.
“First
of all,” she explained, “we start the firm with our own capital and get a few
clients lined up. After we are in business, we would offer the company as an
affiliate for an amount equal or better than the funds that we invested. For
use of the name ‘Finkel Nash,’ we would pay the parent company somewhere
between ten and twenty percent of our profits. The affiliation would enable us
to attract lawyers who would like to be assured that their salaries would be
safeguarded. The Finkel Nash firm has been in existence for a hundred years and
has a good reputation. Finkel Nash has a whole contingent of lawyers who draw
up acquisitions and mergers for various companies, and I’m sure they could
arrange one for us.”
Andrea
felt relieved that she would not go into competition with Finkel Nash. She
asked the other two parties, “How is Finkel Nash going to survive without me?
Have you thought of that, Shulamit?”
“Yes.
I hope the bulk of your work will be in promoting the new company, but we will
give you the right to work for Finkel Nash as a consultant for the sum of $50,000
a year. After we work out some more details we will send a delegation to Albert
Nash and see if he would accept our plan.” After a long and trying discussion,
the three lawyers agreed upon the details of the plan. A few days later they asked
to meet with Albert Nash after work.
Nash
granted them the appointment. He wasn’t sure what news to expect, but he
understood that if the three leading lawyers wanted to see him, it involved
more than granting an approval for a donation to Rabbi Adler’s shul Chanukah
journal. The meeting opened at 5:00 PM and Shulamit suggested that Andrea be
the spokesman. She was certainly the most persuasive of the three, although
Bill and Shulamit were quite skilled in the same field.
“Mr.
Nash, although you may not be happy to hear the news of what we are doing, we
are approaching you with great respect and understanding. We recognize all that
you are doing for Finkel Nash, but we have come to a point where a certain
change is in order. We all feel a degree of impatience with our progress at our
respective firms. It is true that we are paid well and are on a par with the
other partners. We feel, however, that given our unique skills we are not maximizing
our potential earnings. We are not asking for any raise because we are aware
that the firm cannot discriminate among the partners.
“What
we are about to tell you is that Bill Mazer, Andrea Cohen and Shulamit Adler
are planning to start a law firm of their own in the city of Philadelphia.”
“Are
you telling me that Bill Mazer wants to start his own firm and take two of our
most productive lawyers with him and in effect kill Finkel Nash?”
Shulamit
intervened right away. “No. Indeed, Albert, we would never betray you,
especially after all you’ve done for me and Andrea. We will start our company
and get it going. When we have a number of clients, we will seek to become an
affiliate of Finkel Nash at a price which would be agreed to in advance.”
Albert
was angry and upset. “I never knew what the word chutzpah meant until I heard
your presentation tonight. With Finkel Nash money, you are asking me to finance
the company that will destroy our business.”
Bill
Mazer then took over. “Be assured, Mr. Nash, that even if our small start-up
firm succeeds beyond all measure, it will pose no threat to the second largest
law firm in Philadelphia. We are not planning an independent firm competing
with Finkel Nash. We are intending to build our firm as an affiliate of your
company and even turn over an agreed upon percentage of our profits to the
parent company. We will not hold out for an exaggerated selling price or refuse
to sell our company when the time comes.”
“In
a way, our move will be beneficial. If you have any lawyers who are not
productive and you are eager to get rid of them, we will take them off your
hands and motivate them. The presence of a successful affiliate will motivate
your other partners to work harder.” The visitors could detect some easing of
tension in the mind of Albert Nash.
Mazer
continued. “To make matters more acceptable and to show our respect for your
business acumen, we are going to invite you to sit on the board of our new
company.”
Albert
answered, “I thank you for the great honor that you are willing to bestow on
me. Do you have any more good news for me?”
“I
have one thing to add, Albert” said Andrea. “I didn’t have Shulamit’s marks,
but you did admire my journalistic skill and gave me a break. I will never forget
that. To show you that I am sincere, I’m willing to serve the PR department as
a consultant for up to two years in a voluntary capacity of $50,000 a year. I
will help reorganize the Finkel Nash PR department so that it can operate
without me.”
Albert
replied, “I thank you for that, Andrea. Does that include my public speeches
and statements?”
“That
I will do for free. Don’t worry, Albert, I will take care of you. When we are
affiliated with Finkel Nash, you will be speaking for us as well.”
Not
to be outdone, Shulamit said, “I will do my share as well. You are free to use
my picture on all your recruiting posters and brochures to show the world how
Finkel Nash is a firm that lets new attorneys succeed and grow.”
Bill
Mazer didn’t make any offers to Albert as he was still employed by Haber Green.
“When
will this baby of yours be born?” Nash wanted to know.
“As
soon as possible after the High Holidays,” Bill replied.
“You
will be closed on Jewish holidays, I presume?” “Certainly,” Shulamit answered. “If
you wish, Albert, you can be our Shabbos goy. I think you are highly qualified
for the job.”
“I
cannot accept the job because I am not at all qualified.”
“What
special skills does one need to be a Shabbos goy?” Andrea inquired.
“You
have to be a real goy and you have to take the drinks that you are offered for
your services.”
“I’ve
heard that you drink with the clients,” Andrea said.
“That’s
business,” Albert said. “I don’t like to drink in the morning for putting on
the lights. However, that’s not my main problem.”
Andrea
who was very sharp caught the drift. “You mean you are not really a goy?” she
asked in shock.
“Probably
not,” Albert explained. “Our family is from Poland and our family name was
Nashievsky. When my father was a young man, he married a young Polish Jewess.
The marriage didn’t last long because my grandfather, a devout Catholic, was
unhappy with the marriage. My biological mother managed to give birth to me, to
get me circumcised and named Albert after her father Abraham. When my father
divorced her, he married a Polish
shiksa
and my father took custody of
me. Our family has lived as Catholics ever since. I have maintained contact
with my biological mother and the Jewish man she married after the divorce.
“My
step-mother was from an upper-class, highly educated family, and insisted that
I get a legal education. My father, who was of an even higher class than my step-mother,
earned a law degree and became a founder of Finkel Nash.
“My
biological mother says that under Jewish law, I was legally a Jew and I shouldn’t
have been putting on lights on Shabbos. I used to do that when I was a kid and
our family lived near a shul.
“I
don’t speak Yiddish but I understand it very well. When Andrea and Shulamit whispered
something in Yiddish that they wanted me not to understand what they were talking
about, I knew exactly what they were saying.”
“Oops,”
Andrea gasped. “Please forgive us for any indiscretions or intolerance.”
Albert
replied, “You are excused, but you are certainly no lover of gentiles.”
Bill
Mazer said to them, “At least I don’t speak Yiddish, although I grew up in a
Yiddish-speaking home. Welcome to the tribe, Albert. You have to understand
that our families are all Holocaust survivors, and we didn’t develop healthy
opinions about the Polish gentiles.”
“I
understand,” Albert said. “Please keep the matter confidential. Let’s get on
with business. I will appoint a committee of Finkel Nash partners to discuss
the affiliation and the percent of your profits that we will request for your
use of the Finkel Nash name.”
Abe Levine becomes managing director of the new
law firm.
The firm becomes an affiliate of Finkel, Nash.
The
first official meeting of the founders of the new law firm took place on a
Sunday after the Passover holiday at Shulamit’s home. Bill Mazer chaired the
meeting, since the idea of a new firm originated with him.
“Members
of the directors of Adler, Cohen and Mazer, our meeting is now open. Will the
secretary please read the minutes of the last meeting?”
“Point
of order,” Shulamit and Andrea shouted at once. “We don’t have a secretary as
of yet.”
“Well,
let’s get one,” Bill responded. “I can’t be the chairman and secretary at the
same time. Shulamit, would you like to be the secretary of our new firm?”
“I’m
honored by your suggestion, but I flunked my English class in the day school.
Andrea is the best writer here and she would be very upset if we didn’t honor
her with the privilege.”
“That’s
true, but only to a very limited degree. Make the motion, Bill.”
“I
move that Andrea Mazer, nee Cohen, be appointed secretary pro tem of Adler,
Cohen and Mazer. All in favor, vote aye”. The tally was exactly as foreseen.
Bill and Shulamit voted for the motion while Andrea abstained.
“The
motion is passed,” Bill announced.
“Point
of order,” Andrea called out. “The chairman is not allowed to vote.”
“Yes,
I am. My term for serving as chairman is not official. I am conducting this
meeting only because no one else is ready to do it. When I become chairman
officially, I will stop voting. In any event, the tally of those who were
eligible and voted was ‘one to nothing’ in favor. That’s a unanimous decision.
Let’s proceed to the next matter. Madam Secretary, what’s next on the agenda?”
“Shulamit
has an announcement for Good and Welfare,” Andrea replied. “You have the floor,
Shulamit, proceed.”
Shulamit
whispered quietly, “I’m expecting…” and paused.
“Whom
are you expecting, Shulamit?” Bill asked. Bill was not thinking of such events
at the time.
“I’m
expecting a bundle of joy, about seven pounds with blue eyes, a delightful
little girl who will look like me.”
Bill
Mazer liked children and was very fond of Shulamit’s son, Yehudah. He was
however quite upset by the timing of Shulamit’s announcement. “What happened to
planned parenthood?” he asked in dismay. “How can you get pregnant when you
have to establish a brand new law firm?”
“Relax,
Bill,” she said. “I can work until my seventh month if that will help. You have
to understand that there are two types of law – the laws of God and the laws of
man. Under the laws of man, the birth of children is optional. Under the laws
of God, procreation is a divine command. In fact, it is the first command in
the Torah. My devout husband lives by divine law. He believes that if we abide
by the will of God, we will also succeed in our business ventures.”
“I
am sure that there were many believers on the Titanic, but let’s proceed with
the next order of business.”
Andrea
objected. “We are not yet finished with Good and Welfare.”
A
cloud of gloom descended on Bill Mazer. His heart started beating rapidly and
his color was ashen.
“Say
it ain’t so Andrea. Say my premonition was just an idle fear.”
“I
wish I could,” Andrea said, “but the doctor called me this morning with my test
results. I often missed periods under stress in the past, but this time it was
for real. He wished me ‘Mazel Tov’ and predicted motherhood for me sometime in
January.”
Bill
was slumping in his chair. “There is no way I can do our venture all by myself.
How can I build a new firm when two-thirds of my partners are on maternity
leave? Just renting and furnishing space is more than I can handle. What about
appearing in court, raising millions of dollars and hiring lawyers and support
staff? Maybe we should put off the whole project for the time being.”
“You
can’t do that” Andrea said. “I planted articles in
Time
and
Newsweek
about our venture, and the mags will be out in two weeks.”
“How
did you do that, Andrea?” Bill asked in wonderment.
“I
used the oldest trick in the press agentry book. I leaked it to the
Newsweek
stringer that a revolution at Finkel Nash was forthcoming, and I told him that
the
Time
stringer was submitting a report and article to his magazine on
the same subject. I warned him that if he didn’t start writing at once, his
magazine would be scooped. I also helped secure for him interviews with the
managers at Finkel Nash.
“As
soon as he was committed to writing, I called the
Time
stringer and told
him what the
Newsweek
stringer was doing. He took the bait and got to
work. He understood the newsworthy quality of the story. There hadn’t been a
major new law firm established in Philadelphia for half a century, and the idea
of partners leaving an established firm to go out on their own was amazing.
“That’s
not all. Albert Nash had to break the news to his directors and one of them
leaked the news to the
Philadelphia Legal Scene
. You probably are too
busy to read short items in that paper, but there was an item that some of the
lawyers at Finkel Nash were planning to open their own firm. I have been busy
now for two days briefing Albert Nash how to deal with the magazine reporters
and releasing a statement for the press.”
“All
I can say,” Bill uttered, “is oy vey. Now I understand why I got ten letters
Thursday and Friday from lawyers and others applying for job at our new firm.
That matter is on my agenda for today’s meeting.”
“Is
that all the mail you got?” Shulamit asked.
“Well,
there was one letter from Abe Levine, your father. I didn’t open it yet, but I
assume that he is wishing us good luck on our new venture.”
Shulamit
responded unhappily, “You are making assumptions, Bill. Like the lawyer who
assumed that it was safe to send a known criminal with a long record to my
office without a bodyguard. That mistake cost Finkel Nash millions of dollars.
If you would take the time to read my father’s letter, it might help you emerge
from your terrible depression.”
Bill
asked lightly, “Is he also applying for a job?”
Shulamit
smiled at him and said, “I didn’t read the letter, but as a matter of fact he
is applying for a job with us in a certain sense. I move that we add my father’s
letter to the agenda.”
“Done.
I hope that something will get us out of the desperate state in which we find
ourselves.”
Bill
removed the letter from the pack and opened it. He then read it to Shulamit and
Andrea.
To
the acting chairman of Adler, Cohen and Mazer:
Dear
Bill,
I trust that you are wrestling with the problems
of building a new law firm with your partners, especially with Shulamit being
pregnant. Here is my proposal:
I am now unemployed and looking for work. I have
completed the sale of Telacomp, my company of the last twenty years, to a
consortium of computer companies. I could retire on the proceeds, but I need
something to do and I wish to continue helping Shulamit, my son-in-law and my
grandchildren to live in the style to which they are accustomed…
At this point, Shulamit began to laugh
aloud at her father’s understatements.
“What’s so funny, Shulamit?”
She answered, “My father doesn’t have
to support me anymore and can easily retire. Do you know how much he got for his
company?”
Bill ventured, “Ten million dollars
perhaps?”
“Ask Andrea, Bill, she knows
everything.”
“How much, Andrea?”
Andrea answered slowly. “Abe Levine
was worth a hundred million before he sold his company. I don’t know how much
he wound up getting, but at one point he rejected an offer of 250 million.”
Bill whistled. “Wow! Let’s go on with
the letter. I’ll continue to read.
By
my estimate, the new firm will require four million dollars to cover expenses
until new income will be sufficient to break even with costs. I desire to
become the fourth founder of the company with an investment of one million
dollars in return for 25% of the new company. Shulamit will also invest one
million for her 25%. You and Andrea will each have 25%. I understand that you
both may not have a million dollars each to invest, so I am ready to advance
the missing amounts with a ten-year interest free loan.
As for my new job, I wish to become the non-legal
business manager of the firm. My business experience involves being the CEO of
Telacomp, the largest hardware and software company on the East Coast, for twenty
years. I supervised the establishment of 28 branches of Telacomp and I am fully
capable of designing and arranging for the offices of the new firm.
I could also look after the technological needs of
the new company. I have a doctorate in Electronic Technology from MIT. I also
hold in my own name some twenty patents in electronics which are still yielding
royalties. Both Finkel Nash and Haber Green buy their electronic equipment from
Telacomp. My company also made use of legal services provided by Haber Green
for many years.
Yours
truly,
Abe Levine
Both
Bill and Andrea were on the verge of tears when the letter was read. Andrea
said, “You never believed in the Messiah, Bill, but he just arrived to salvage
our company.”
Shulamit
was a little more circumspect. “My father is not the Messiah, but he loves me
and wants to be good to me. Our good news confirms the Biblical verse in Psalms,
‘The Lord helps the simple-minded’ – like people who undertake to establish law
firms without the knowledge or means of doing so. ‘God is gracious and merciful.’”
“Amen.”
Bill said. “I move that we engage Abraham Levine to work at our firm, to honor
him with the title of a founder of the company and delegate all technology and financial
work to him. All those in favor, say ‘Aye.’”
The
motion passed unanimously.
“We
have one more item of business,” Bill said. We have a meeting scheduled with a
committee of Finkel Nash to discuss matters of our affiliation and other items
dealing with our new firm.”
“How
many members will Finkel Nash have on the committee?” Andrea wanted to know.
Mazer
answered, “The Finkel Nash executive committee consists of four directors of
departments. Three or four of them will serve on the special committee dealing
with our firm. Albert Nash will of course also be present at the meeting.”
Andrea
said, “We will have to send at least three representatives. Since this is a
business matter, Abe Levine should be on our team. He has actual experience
with branches and affiliates. I have to be on our committee and Shulamit will
be the third member. Bill can’t go because this is an internal Finkel Nash
affair and he works for a competing company. Furthermore, Bill may be too soft-hearted
to be a negotiator.”
Shulamit
objected. “Bill is very eloquent, Andrea, don’t sell him short.”
Andrea
replied, “He is only eloquent in a courtroom where he seems to get inspired.”
“He
is also eloquent in romantic matters,” Shulamit snapped back.
Andrea
was shocked by Shulamit remark. “How would
you
know about that?”
Shulamit
was smart enough not to respond, but she didn’t have to. Bill Mazer cut the
discussion and said, “We cannot afford to have any cattiness at this meeting.
Let’s move to the next item of business. I would like to establish the
guidelines for staffing the firm. I suggest that we plan to employ nine practicing
lawyers other than the founders. Each founder would be entitled to recruit two
other lawyers whose qualities are known to him or to her. After naming the
experienced candidates, they would be entitled to select one member of the
graduating class at U-Penn. The students will be limited to the rank of
associates. The experienced employees will retain their current rank. If they
are already partners in their firm, we’ll employ them as such. Otherwise, they
will start with us as associates.”
After
considerable discussion, the founders approved Bill’s plan. The meeting was
adjourned and the group remained for dinner served by Mrs. Shapiro.
The
meeting at the offices of Finkel Nash took place on Thursday of the following
week. Andrea and Shulamit were at work and would only have to take an elevator one
floor up to the main executive offices. They were told, however, not to be
present at the start of the meeting when the directors were discussing their
problem. They would be called in at the appropriate time. Abe Levine waited in
his daughter’s office to participate in the meeting.