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Sunday, December 1, 2002

Column: The Language of Big Law Firms

Imagine an anthropologist plucked from his ivory tower and deposited into midtown Manhattan. What is he to make of this strange place? Let’s say he eavesdrops on a couple of lawyers and the first thing he hears is this:

“We needed a rainmaker, so we hired a headhunter.”

Based on that sentence, he would probably think that he had landed in a primitive society, driven by superstition and violence. But that would just be a lucky guess. He could just as easily overhear something like this:

“I used to work at a white shoe firm, but it was a real factory; so I moved on to a boutique.”

In that case, our anthropologist might decide that he was in Milan, where young professionals get their start in shoe factories and then move up to snazzy boutiques.

In both examples, the hapless academic is listening to the language of big law firms, a strange dialect that can only be heard in the glass-and-steel towers of your larger cities. Here, to save you (and our anthropologist) some time, is an introductory phrasebook for talking to the natives in Big Law Firm Land.

When is a white shoe not white?

To begin with, there are all the terms that lawyers use to describe the leading firms. These range from the highly metaphorical factories, or sweatshops (i.e., places that “produce” billable hours in an assembly line fashion) to the somewhat hyperbolic mega-firm, to the very prosaic Biglaw (generally a term to be avoided unless you want to reveal yourself as a surfer of Greedy Associates).

Some of the most common phrases used to describe law firms mean the opposite of what they appear to. For example, a firm with a long pedigree is a white shoe firm, so-called for the white-bucks that the lawyers would wear with their bow ties in an earlier era. When you walk into an office and see a gilt-framed oil painting of a man in a suit, you’ve entered a white shoe firm. Or you’ve walked into an art gallery by mistake. In any event, fashions have changed, so that the formality of a “white shoe” firm can best be achieved (for men at least) by wearing black, not white, shoes.

Similarly confusing is the label Wall Street firm, which does not mean that the firm is physically located on or around Wall Street, or even that its clients are on Wall Street, but that it represents players in the financial industry. Over the past couple of decades, virtually all of the Wall Street firms have moved to midtown. Only the legal profession, I think, could end up with a situation where a “white shoe Wall Street firm” means a midtown firm where people wear black shoes.

Sometimes, law firm terminology is borrowed from other industries. When marketing to the outside world, for example, big firms usually describe themselves as full-service law firms, which makes them sound like a gas stations. However, the opposite of a full service law firm is not a “self-service law firm” (although it’s an intriguing thought), but rather a boutique law firm.

Big firms like to talk about their culture. What they mean is the firm’s collective attitude toward work, life, family and other factors that make up a firm’s atmosphere. Unfortunately, “culture” does not mean that you will find associates forming string quartets and doing watercolors – unless you’ve stumbled into a self-proclaimed quality-of-life firm.

Finders, Minders, and Grinders

Speaking of associates, the big firms have a unique taxonomy to classify them, too. Interestingly, the word “associate” is usually excluded from the description. Thus, the term “summer associates” is typically shortened to summers, leading to delightfully whimsical phrases such as “when I was a summer,” or “I had a long lunch with some really cool summers.”

Junior associates are referred to by their years of practice, that is, first year, second year and so on, again with the word “associate” left out (“who does he think he is – he’s just a second year!”). But somewhere around third year, the counting stops and then one becomes a midlevel associate (to be distinguished from the rarer medieval associate, occasionally seen, limping and hunchbacked, in a document dungeon far below ground).

Eventually one becomes a senior associate, which is simple enough. But after that, the consensus over terminology breaks down. At some firms, it’s up-or-out, i.e., partner or nothing. But more and more big firms have something in-between, which may be called senior attorney, senior counsel, special counsel, or someday, perhaps, even a category of Very Special Counsel. Some firms use the same term for this category of up-and-coming lawyer that was traditionally used for semi-retired partners (of counsel). Thus, depending on the firm, “Of Counsel” can refer to a senior associate or a senior citizen.

Even when the lawyer gets to be a partner, there are gradations. There are junior, midlevel, and senior partners. Some firms have a two-tiered partnership with equity partners, who own a piece of the firm, and contract partners, who don’t.

On top of this daunting edifice are the big-time, equity-holding, business-getting, high-rolling senior partners: the rainmakers. In some cities, a rainmaker might also be called a macher, from the Yiddish for “big shot.” Thus, in New York, you might hear a partner described as “a rainmaker and a real macher,” a combination that brings to mind Mel Brooks’ Yiddish-speaking Indian chief from Blazing Saddles.

If big partners make a lot of rain, what happens to all that water? In some circles, junior partners and associates are known as sponges because they soak up the rain. In other places, they shun the rainmaker/sponge dichotomy in favor of Finders, Minders, and Grinders (those who “find” the business, those who “mind,” or maintain, the client relation, and those who “grind” out the work).

What’s Black and White and Red-lined all over?

There is a special vocabulary to describe what we do in big firms. From one point of view, what lawyers do is bill – they work billable hours. Most big firms have a set number of hours that associates are expected to bill (e.g., 2,000 hours a year), often known as the target, although at some firms, it is referred to as par.

One exception to the billable hour routine is the summer outing, which is generally an all-day golfing and eating affair at a country club. A large firm lawyer will only miss the Summer Outing if he is facing an urgent deadline, or well below target. This leads to the odd result that associates sometimes have to skip golfing because they are under par.

Corporate lawyers work on deals while litigators work on cases. Either way, you end up with a mountain of documents. On a corporate deal, lawyers spend days poring over documents as part of “due diligence,” a phrase that is sometimes shortened to the jaunty due dilly. Suddenly, your corporate drudgery begins to sound like a square dance (“Circle to the right, due dilly to the left!”).

Of course, big firms don’t just let their associates do due dilly willy nilly – they also train them to draft documents. Lots of them. In fact, corporate lawyers at Wall Street firms draft so many securities disclosure statements that they simply refer to them by the form number, as in: “How’s that 10Q coming along?” The list is seemingly endless, including the 10K, 14A, 13D, 8A, 8-K, etc., -- all of which may cause visions of an AK-47 to dance in the mind of some disgruntled associates.

In a litigation case, lawyers draft briefs and affidavits. Granted, they do that at small firms too, but it is probably fair to say that big firm lawyers (in the quest for perfection) go through more drafts. That’s why big firms always have software to do black-lining (comparing two different documents) and red-lining (comparing successive drafts of the same document).

Big firms also place a particular emphasis on conforming their briefs to the citation forms in Harvard Law School’s Blue Book. Hence, the big firms have turned the Blue Book into a verb (“ask a paralegal to blue book the brief”), just as they made Shepard’s citation service into a verb some years ago (“did you shepardize this headnote?”).

So, if you want to master big firm lingo, just remember that in a white shoe firm, you should wear black shoes and red-line your documents with a blue book close to hand. That should make our anthropologist green with envy.