FEBRUARY 20, 2024 – (Cont.) Before taking the job at Norwest Bank and getting mixed up with the ELIC matter, I’d never heard of the law firm of Hunton & Williams (now “Hunton Andrews Kurth”), based as it was in Richmond, Virginia, which from my provincial perspective might as well have been Timbuktu. But what do you know, the outfit was an inter-galactic law firm, and as such, had significant quarters in the heart of the (then) financial capital of the world, New York City. All the other law firms representing members of our trustee-bank group were sizable firms in Tennessee, Louisiana, Texas, and Norwest Bank’s home town Minnesota firm, but since we agreed that Manhattan was the appropriate venue for the bondholders’ meeting (given the number of institutional investors among them, who were based in New York), the Hunton & Williams lawyer (an additional outside counsel representing the Tennessee bank within our group) offered up his firm’s New York office in the MetLife building as a staging area for the whole group of us “cats and free-range cattle.”
The plan was to congregate in a gigantic conference room at the firm starting at 9:00. Tom and I arrived a few minutes ahead of the designated start time—which worked out to more than a half hour before the actual start time. The crowd and its cacophony of voices struck an amusing parody of an Edward Hopper painting. For most of us it was our first chance to match a voice with a face. Fortunately, I’d always been good with names, but given our collective numerosity, name tags would’ve been a good idea. In addition to the lawyers and trustees who’d been on all our marathon calls over the umpteen months leading up to the meeting, lots of legal assistants and other personnel, including Hunton & Williams secretaries and tea, coffee, and refreshment servers passed in and out of the room.
After shaking a gazillion hands, I took full stock of the scene and saw that no one was in charge. Nor did I see any putative candidate for the task. It was now past 9:30. In less than 24 hours, I’d be standing behind a lectern in the grand ballroom at the Hyatt Grand Central—my mug a big target for barbs and bombs hurled by a roomful of aggressive bondholders demanding to know when they’d see the first dollars of recovery.
In anticipation of the very scene that I beheld, I’d come with a contingency plan. In my briefcase was an agenda for this very meeting. How far I’d get with it was an open question but of secondary importance. My main objective was simply to get people to focus; to develop a playbook, as it were, for maintaining order and control over a potentially volatile confrontation with bondholders the next morning.
I noticed the white-board at one end of the conference room and asked one of the in-and-out Hunton & Williams staff people for a marker, which she readily located and handed to me. Next, I squeezed my briefcase onto the table and pulled out the paper with my agenda. I then slipped through a stream of lawyer yackety-yak to the whiteboard and waited for one of those moments in any gathering when the majority of participants happen to inhale simultaneously, reducing the decibel level accordingly. If you want your voice to be heard, you have to be ready to seize that moment.
“Good morning, everyone!” I said, exhaling while most people were still inhaling. “Could I please have your attention.” I almost giggled when the room went silent. Really?! I thought. All these lawyers and trustees from hither and yon actually heard me and whether out of surprise or curiosity, yielded the floor.
“I don’t know if anyone else has an agenda for today’s session,” I said, “but I’ve brought one. Unless the group wants to proceed otherwise, if you’ll all have a seat, I’ll quickly write out the agenda up here on the board. We can then rework it, if you wish, but once we do, we’ll have a good outline of what we need to accomplish today.”
Amazingly, no one else had an agenda, and soon I felt as if I were in a bizarre kind of class wherein I, one of 5,000 vice presidents (undergraduates) of a bank (university) in a distant province (Minnesota), faced a class of high-powered, nationally prominent lawyers (professors). My agenda was adopted with little adjustment, and soon a constructive discussion was underway.
One thing I’d learned in conducting meetings in various settings was to provide an explicit time limit for each agenda item. This is a critical tool for the meeting chair to keep people on track. Many a time I’d used this device diplomatically to herd the “wanderers.” Whenever someone went off on some tangent, the time limit allowed me to say something such as, “If I could interrupt you there, [Bill, Sue], you raise a really interesting point that warrants further [discussion, investigation, etc.], but so much so that I think for us to make progress with the agenda, we’ll need to defer.”
By this method, I was able to keep people on task in that session at Hunton & Williams—and allow for the lavish buffet lunch that had been arranged for us in a nearby conference room.
Around 4:00 that afternoon, everyone was confident that we had a reliable plan for the bondholders meeting. All that was left to do was for me to draft my opening statement based on the myriad substantive and procedural bullet points that by consensus the group thought should be included. I would be left to craft it on my own after we dispersed to various hotels—and hotel bars, restaurants, and fitness centers. I was a bit rattled by my colleagues’ trust—or was it their relief that I, not any of them, would be tomorrow’s scapegoat?
As the meeting broke up what I first needed to do was embark on a good hour-long run in Central Park. When I mentioned this to one of the Dallas lawyers—and most vociferous on our calls—he asked if he could join me. I said “sure” and later met him in front of his hotel—The Plaza—which was considerably swankier than mine. We ran in the park for close to 45 minutes before the summer heat slowed our pace to a half-hour walk back to his luxury quarters. I then sauntered on to the hotel a few blocks south where Tom Kimer and I were staying. The lobby was impressive, but the rooms were on the shabby side. That was fine, I figured, as long as they were clean and roach-free.
I’d told my admin to use her discretion in booking the hotel, but she was well-acquainted with my economy travel style. Some of my colleagues in other divisions of the department went hog-wild when they traveled, staying at luxury hotels, eating at the best restaurants, frequenting expensive bars—it all depended on whose profit center was involved and who was scrutinizing the travel receipts. Technically, in default administration, the fees and expenses incurred by my people and me ultimately came out of the hide (recovery) of bondholders. Often these were in the context of large chapter 11 bankruptcy cases, in which legal, accounting, and consultant fees hit astronomical figures. Ours were naturally camouflaged by comparison. Nevertheless, I was never comfortable with the idea of off-loading extraordinary meal and lodging expenses onto bondholders—or Norwest stockholders, in the case of expenses absorbed by the bank itself. It just didn’t seem right, and I told my staff to keep the lid on such costs.
On that particular trip, however, I’d wished that my accommodations had been a tad more conducive to drafting my opening statement—and getting a good night’s sleep. The walls were thin, and next door some lawyer in a wholly unrelated matter talked non-stop from the time my meal service arrived at around 7:00 p.m. until well past 10:00.
Just before Tom was ready to turn retire for the night, I called and asked him to review and critique my work. As always, he was an able and willing counselor and gave me some helpful suggestions. I then let him repair to nod while I returned to my room to incorporate Tom’s recommendations and . . . rehearse.
By midnight I was mentally exhausted, yet anxious about what the next day would bring. After considerable tossing and turning, I finally drifted off to sleep. It was good while it lasted: in the middle of the night, a very loud garbage truck decided to go on a trash compacting expedition in the alley below my room. Only by tying two pillows around my head with my trousers belt could I block out enough sound to convince myself that I wasn’t smelling the garbage. I thought about the Dallas lawyer in his five-star luxury suite, sleeping like a rock, no doubt, on a bed the size of my room. (Cont.)
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© 2024 by Eric Nilsson
