Sure, the destruction of our financial system, the evaporation of our savings and the world’s plunge into the Great Recession (or the Not-So-Great Depression) has had its downsides, but it’s not all doom-and-gloom. As the world we knew sinks into the sea of uncertainty, let’s not lose sight of a silver lining: the historic underemployment of corporate lawyers has fostered a renaissance in the client memo.
Just a few years ago, client memos were a slightly embarrassing backwater of the legal scene, high-level spam with fancy formatting ghost-written by bored associates for their partner overseers, egged on law firm marketing consultants, all in a feeble attempt at public chest-thumping (we know something! hire us!) that was undermined by the blizzard of other client memos that simultaneously inundated our inboxes, all saying the same thing at the same time to the same people.
Alas, this still describes most client memos. Does the world need another memo on the Lyondell decision? Must every TARP press release be separately summarized by 47 law firms? Do even the Albanians care about those recent changes to the Albanian securities code?
But last year, just as many of our colleagues started staring at phones that no longer rang, I noticed a distinct uptick in the quantity of high quality memos. These new style memos stood out because they were better written, evinced the deeper understanding of lawyers who’d spent years in the trenches and often looked beyond the headlines of the day for their subjects. As I found myself saving more and more of these memos for future reference, I began to appreciate that they were carving a place for themselves in the pantheon of corporate jurisprudence, in authority and usefulness fully capable of standing in the same room as statutes, rules, C&DIs, Chancery opinions and Broc’s blog.
So each week I sift through fifty or so memos, searching for the occasional nugget. As I sift, I’ll report my more interesting finds in real-time on my Twitter feed. And, as a tribute to the unsung heroes slaving away for our benefit, each week I plan to list here my favorite finds from the previous week.
Without further ado, and in no particular order, here are my nominees for Best Client Memo I Read Last Week:
“Federal Trade Commission Makes Inquiries Into Interlocking Boards” (Simpson Thacher, May 5, 2009). Within a day after the New York Times reported the FTC was examining interlocks between the Apple and Google boards, Simpson Thacher circulated this brief summary of the legal standards behind the news. A good client memos does not have to be a term paper; sometimes all we need is something timely and to the point.
“Raising Equity in Troubled Times: A Survey of Financing Alternatives and Legal Issues” (Milbank Tweed, May 2009). This is actually an article that the firm recirculated as a client memo. It doesn’t matter to me how it originated, all that matters is whether it’s useful. This exemplifies the new breed, providing a real world survey of what is actually going on in the trenches (such as they are these days).
“Corporate Governance of Delaware Corporations: Delaware Adopts Amendments to the Delaware General Corporation Law Relating to Corporate Governance” (Sullivan & Cromwell, April 28, 2009). It seems there’ve been a thousand memos describing the recent proxy-related amendments to the DGCL. In this memo S&C does a good job summarizing these changes and, more importantly, relating them to other changes that have occurred and are expected to occur in the proxy solicitation process.
If you’d like me to consider your firm’s memos for future installments of this feature, please add providedhowever (all one word, no punctuation) at gmail dot com to your firm’s mailing list.
A few firms still circulate client memos exclusively to clients (imagine that!), and do not make them publicly-available. Even when I obtain those memos (I have my ways), I will respect their decision not to make them available to the rest of us. Seeing little point in drawing your attention to memos you can’t read, I won’t bother listing them here.