There are a number of legal professionals in Philadelphia, however a Philadelphia lawyer would possibly follow anyplace, for the time period isn’t restricted to practitioners within the City of Brotherly Love. The earliest which means, deriving from the town’s repute as dwelling to one of the best attorneys within the colonies, was purely an encomium. Later, a extra ambiguous shading crept in, suggesting adeptness at exploiting technicalities.
The Comfort Letter, a delicate and absorbing novel concerning the obligations of pros on the planet of enterprise, considerations a lawyer training in Philadelphia. But is he additionally a Philadelphia lawyer within the bigger sense? And in that case, which sort? The protagonist is compelled to reply by a mercurial tycoon, an outdated flame, and a desperately wanted financing. Right up till the top, it’s a detailed name.
The creator, Arthur R.G. Solmssen, was himself a outstanding securities lawyer in Philadelphia. He was additionally a skillful sufficient novelist, and sufficiently shrewd about his patrician milieu, to benefit comparability with Louis Auchincloss, a greater identified lawyer–novelist of the identical classic. The Comfort Letter (1975) is the culminating quantity of Solmssen’s trilogy on Philadelphia lawyering, and it’s protected to say that by no means earlier than or since has a novel a couple of convertible subordinated debenture situation been a lot enjoyable.
Of course, The Comfort Letter is about much more than a bond providing. It’s laborious to consider one other e-book that extra successfully dramatizes the fraught relations between executives and their legal professionals, or the complicated internet of obligations that enmeshes each. It’s additionally about love, social standing, and empire constructing.
The story is about in 1969. Our hero and narrator is Ordway Smith, associate on the august if fictional Philadelphia regulation agency of Conyers & Dean. Although a graduate of Harvard College and Penn Law, Ordway presents himself as one thing lower than the sharpest-eyed authorized eagle within the skies. His major worth to the agency appears to be his connections; he’s the one they flip to with a view to get a brand new CEO, simply moved to city, right into a prestigious membership. Ordway, the son of a associate, can be the agency’s hyperlink to his household’s chemical enterprise, a significant shopper. As a younger man, he failed the bar examination, however a kindly senior associate gave him time to strive once more, explaining: “Brilliant minds aren’t the one factor we want round right here.”
Ordway proves an fascinating and interesting character, gifted with the boldness of his social class but gnawed by a self-doubt amplified by the data that he stands on third base not as a result of he hit a triple however as a result of he was born there. Yet he’s no Hamlet. Over the course of the e-book, one in all its nice enterprise classes emerges clearly: that doubt, correctly channeled, is a present, one which pairs particularly effectively with an outsized sense of obligation.
He quickly finds himself representing a self-made tycoon named Charlie Conroy, whose Conroy Concepts Corp. is an old school conglomerate assembled by an bold entrepreneur with little expertise for or curiosity in serving to his subsidiaries thrive. He additionally lacks the sense to go away issues to the individuals who know what they’re doing. Charlie is in monetary straits, markets are shifting the unsuitable manner, and a $100 million bond providing is the one reply.
The downside is, effectively, Charlie. Laboring day and night time, he drives his subordinates mercilessly and crisscrosses the nation by personal jet looking for acquisitions. For him, dealmaking is way extra fascinating than managing, and corporations have worth primarily as constructing blocks for empire relatively than enterprises creating lasting worth. He’s additionally moody, and possibly drinks an excessive amount of. Charlie rides near the sting, in different phrases, and drags Ordway together with him. At one level, Charlie’s frantic acquisitiveness goads his lawyer right into a harmful moral breach, rapidly remedied however surprising nonetheless. Ordway’s marriage, already strained, suffers additional on account of his demanding shopper, who sends Ordway’s spouse a mink coat to placate her after he’s ruined a household trip. The gesture falls flat.
But an awesome deal greater than a trip is at stake. Before the essential debenture providing has closed, Charlie decides to amass Bromberg Instruments in northern California. It’s a shrewd transfer; Bromberg is an efficient outfit and has the potential to bolster CCC’s steadiness sheet, thereby making the bonds extra interesting to traders. It’s quickly clear that every deal relies upon closely upon the opposite, and each are sophisticated by the personalities and household dynamics of the enterprise’s leaders: Bromberg father and son are at loggerheads over promoting, and that could be the least of their issues.
Meanwhile Charlie’s home of playing cards teeters as he demonstrates the worst qualities of the compulsive deal maker. A lawsuit by minority shareholders of CCC’s Hydroflo unit, a producer of washing machines, threatens to derail the essential bond providing with well-founded costs of mismanagement. Ordway manages to settle that one. But a seemingly deadly disaster erupts when one more CCC acquisition, a power-plant builder named Darby Turbine, runs into bother.
Darby has constructed a brand new coal-fired plant in West Virginia, however the air pollution scrubbers persist in clogging, and opinions differ on what it’s going to take to treatment the difficulty. As a end result, Darby’s buyer—the native energy firm, which commissioned the plant—has withheld the ultimate cost for the work. Suddenly, all events within the bond deal are confronted by a devilish tangle of engineering, accounting, monetary, and, sure, authorized difficulties that would torpedo the providing, wipe out quite a lot of skilled charges, and convey down Charlie’s empire. Solmssen, like his protagonist, manages nice complexity with consummate ability, making all of it not simply clear however fascinating, and even sustaining a satisfying sense of urgency.
If you’ve by no means tried to do a deal like this earlier than the digital revolution, you’ll be amazed on the efforts—and constraints—entailed by the ink-on-paper expertise of the day. Suffice to say that issues have been so much tougher. With their backs to the wall due to a submitting deadline, the Brombergs, the underwriters, the accountants, and the legal professionals agree that although the scrubber scenario poses a enterprise danger, it’s not an amazing one. And although it modifications what’s been represented within the paperwork, everybody is best off residing with a caveat inserted into the auditor’s “consolation letter” (an opinion testifying to the accuracy and completeness of the prospectus) than pulling out of the deal.
What stays is for Ordway to log out on Conyers & Dean’s consolation letter—solely he’s not terribly snug. Nobody, in spite of everything, sees potential bother extra clearly than a lawyer. How dangerous is that this scrubber factor? How dangerous would possibly it get? Whatever occurs, his agency can be implicated. “I’m being kind of dragged alongside,” he complains to a lover because the motion builds to its dramatic denouement, “into one thing I deep down don’t wish to do as a result of I’m afraid every thing will collapse if I don’t.”
Ordway isn’t excellent. But when push involves shove, he proves himself a darn good Philadelphia lawyer in spite of everything.
