FEBRUARY 16, 2024 – Time to take a break from the practice of law to talk about the business of . . . business: money. Or more specific to my tale, money in politics.
For most of the 1990s I took a break from practicing law to work as a client for others practicing law. I’d been recruited by a head-hunter to fill a position at Norwest Bank, headquartered in Minneapolis, which later merged with Wells Fargo, based in San Francisco. The job was to manage an arcane unit in the bank’s corporate trust department. At the outset my group administered defaulted bond transactions. There was a strong legal aspect to our business—most of our matters wound up in bankruptcy court; many involved litigation; all required the retention of outside counsel. Since fees were often substantial, my group was courted by many firms, not only in the Twin Cities but in New York, especially, and elsewhere across the country. If my group was relatively small by bank standards, it was nevertheless highly profitable. Part of my given mission was to expand into other (arcane and mysterious) corners of the world of . . . money flows. More on that journey in a later chapter.
In the meantime, however, I had to adjust to life inside a large corporate bureaucracy—in many ways the antithesis of a law firm, in which everyone is a soloist competing as much with other soloists wearing the same jersey as with “soloists” at other law firms on the other side of a case or transaction.
At the bank It was rough sledding, at first, and if I hadn’t cultivated a few key friendships early on in the gig, I would’ve been cut to shreds by corporate buzz saws. In truth, I would always be a “soloist,” despite my best efforts to become an ensemble player. Among the “ensemble” exercises was a weekly “direct reports” meeting led by the department head. I would join a dozen or so manager-peers of mine in a conference room to hear our boss regurgitate the latest corporate propaganda about “optimizing shareholder value” and suffer through round-the-table reports of “risks and opportunities” by each manager. It didn’t take long to distinguish serial B.S.ers from more trustworthy non-B.S.
Our boss, it seemed, was easily bamboozled. Or maybe it was because he was single-mindedly focused on his personal advancement, which required unquestioning embrace and amplification of the corporate line(s). If on one Monday green was “good,” our boss talked green—full throttle. If by the following Monday the corporate chiefs had declared that green was “bad,” you couldn’t find a person more convinced than our boss that green had, in fact, gone reprehensibly to the dogs.
I remember a meeting in which one of my peers asked whether a major competitor’s acquisition of the corporate trust of another large competitor of ours was bad for us. “Absolutely not,” our boss replied. “Mergers are always messy on the ops side. They’re almost guaranteed to screw things up, and that will be great for us from a competitive standpoint. Customers will flock to us, because we’re not going to fall into the same trap of growing by merger.”
The following Monday, our own merger with Wells Fargo was announced, catching everyone completely off guard—except a handful of people in the bank’s C-suite and law and audit departments. At our direct reports meeting that day, the same manager who’d raised the merger question the week before asked our boss the same question as it pertained now to our own merger: “Will the merger be bad for our business?” Our boss’s reply was just as emphatic as his earlier response had been—except it was diametrically opposite: “Absolutely not. This merger will greatly enhance our footprint in the marketplace. Customers will be eating out of our hand, because they’ll want to be with a new industry leader.”
So much for intellectual integrity when placed on the altar of personal ambition.
Some months later a visitor joined our weekly direct reports meeting. He was a long-time member of the bank’s “Government Affairs Group”—a euphemism for “lobby group.” Our boss introduced him and emphasized the importance that the group’s role and that we all needed to “listen up.”
The visitor thanked our boss for the introduction and us managers for “our time.” As he passed out packets around the conference room table—large yellow mailers each bearing our name and the name of the division for which we were responsible—he started into his spiel.
“As Denny [our boss] just told you, Government Affairs plays an important role for all businesses that make up the bank. Our job is to monitor what happens in Congress, as well as in the state legislature for pending legislation that could affect your ability to optimize your business opportunities. And we get behind you when you need certain legislation or regulations adopted to help your business.
“To do our job effectively, however, we need access—Republicans and Democrats—we don’t distinguish. And to get access, we need to contribute money. Money to PACs.
“Now, what we’re asking you to do is contribute to the PAC that gives us that access. Everyone around the table. But we’re also asking you to motivate the people who report to you to contribute, and inside your packets you’ll find materials that will guide you through the process.
“I won’t go through every single piece,” he said without a break in his earnestness, “but I’d like to call your attention to a couple of the most important items. One is the mission card. This contains a script you can follow when you make the presentation to your people. Basically it explains that the bank will do better if it’s allowed to operate in a more receptive environment from a legislative standpoint. It’s as simple as this: if the bank does better, all of you do better. The bank stock in your 401(k) does better. Your stock options will be worth more. Your ICP [“incentive compensation payment”] will be higher. Your salaries will go up more and faster. So, you see, it’s in your personal interest to support the PAC with your contributions.
“The other piece I want to point out is the contribution card—this right here,” he said, holding up the card for all of us to see. “It contains the various methods that people can use to make contributions. The easiest one is at the top. Just write in the amount and it will be deducted automatically from your bi-weekly pay deposit. We ask that you encourage your people to choose this one. They’ll appreciate you for this easy and convenient method. It will take only a few seconds. No additional effort after that.
“Now, before you explain the program to your people and encourage them to contribute to the PAC, we think it’s important that you yourselves contribute. You’ll have far more credibility if you can tell your people that you’ve already contributed—preferably by the number one method, which again, is automatic deductions out of your bi-weekly pay.
“So now, I’ll take questions . . .”
I was dumbfounded—scandalized—by what I’d just witnessed. “Isn’t this a corruption of the democratic process?” I said, without first thinking what our boss would have to say to me—either in front of the group or to me privately after the meeting.
My question went unanswered in the awkward silence that filled the conference room.
Our boss then thanked the “Government Affairs” PAC-man and got on with the rest of the direct reports meeting. Afterward, I tossed my packet into the recycling bin. I told my own direct reports about the bizarre solicitation and how offensive it was—and that I’d never ask anyone in my group to contribute one dollar to the PAC.
My stance would contribute to my undoing and eventual separation from the bank. When my boss got promoted to the stratosphere—his end-game, as we his minions could readily predict—I ran for his job. As part of my “campaign,” I invited him to lunch to solicit his express support of my candidacy. When I put the specific question to him—“Can I count on your endorsement?”—he said, “No.”
“Can I ask why not?”
“You ask too many questions,” he said. “You’re not a team player.” The basket of fresh hot bread on the table suddenly went cold and stale. My thoughts went straight back to the meeting when PAC-man had sought to fleece us—and undermine American democracy. I had no regrets, but I was now less naive about “how the world worked.”
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© 2024 by Eric Nilsson
