An excerpt from: Louis Auchincloss, Diary of a Yuppie 3-11 (New York: Houghton Mifflin Company, 1986)

"I" am Robert Service, aged thirty-two, an associate in the law firm of Hoyt, Welles & Andrew (thirty-six partners, a hundred clerks), and I have been privately assured (not guaranteed--they never do that) of my ultimate promotion on the first day of this coming January, 1980. Partnership has been my sole ambition--you might even call it my obsession--throughout eight years of driving work, including most weekday nights and many weekends. And what do I feel, now that triumph is nigh? Very little.

I have become a specialist in corporate takeovers. The one I am working on now, under Branders Blakelock, is the bitterly contested bid of Atlantic Rylands to take control of Shaughnessy Products. We represent the aggressor (I use the word advisedly), and the "target" is engaging in every defense of the game, including the "scorched earth" policy of encumbering its properties with debts and long-term leases to discourage the predator. It is also starting up new lines of business, closely allied to Atlantic's, so that the latter may be faced with the menace of an antitrust suit in the event of victory. In such warfare all is fair.

Or should be. Mr. Blakelock is my problem. It has come about this way. A routine procedure is the search, sometimes through paid informers, for evidence of improper conduct of the officers of a target company. Armed with such a find, one can sometimes blackmail the target into a compromise or at least, by means of a derivative stockholders' suit, get rid of a troublesome officer. Examination of "abandoned property," a euphemism for the contents of the target's trash baskets, is often rewarding. Mr. Blakelock finds these tactics offensive, and I try to shield him from awareness of them, but I had to tell him about one shredded document, which we had pieced together, to get his permission to bring a suit against Albert Lamb, Shaughnessy's president.

It was a memorandum from an accountant to the company treasurer about Hendrickson Lamb, Albert's younger brother, an alcoholic with a sinecure job and a salary paid by Albert personally. The interesting part of the memorandum dealt with what appeared to be an embezzlement of company cash by the brother. The memo read: "As you know, it is Mr. Lamb's practice to refund such defalcations promptly from his own account."

So there it was. Perhaps not much, but enough to start a stockholders' suit seeking the removal of Albert Lamb from Shaughnessy. And Albert was causing Atlantic's biggest headache int he attempted takeover.

I knew that I should have trouble with Mr. Blakelock, and I waited for some time this morning for the right moment to break it to him. He had called me to his office to discuss a motion in the federal District Court that I am to argue next Monday. He has great confidence in himself as a coach and likes to imagine himself as an impresario, a kind of Svengali who can inspire or even hypnotize a disciple into a brilliant performance. I always sit patient and silently through these sessions.

Indeed, I hardly look up at him. It is enough to sense him towering above me, standing tall and bony in one of those baggy black suits that he has worn throughout the eight years I have known him, booming or shrilling alternately down at me from the mahogany lectern at which he likes to stand as if he were some Abelard of old preaching to students.

"And remember, Robert, when you have finished your oral argument, don't trail off, or glance at your notes for some afterthought or final emphasis, but obey the immortal command of the late John W. Davis [a famous West Virginia lawyer], the greatest pleader it was every my privilege to hear"--here the reedy voice becomes suddenly stentorian--"and sitdown!"

But this morning I am tired of it. The job has been too long and grinding, and it is not all done. The knowledge that I should soon be a partner has not brought the anticipated ecstasy but instead a quickening anxiety as to whether I have chosen the right firm. Of course, I have always been like that; foretasting is so much of my satisfaction that I rarely enjoy even a brief elation upon fruition. It seems to me that I am weary at last of Blakelock's paternalism. He has like me, preferred me, perhaps even loved me. I have to some extent made up for the son he has never had, and that has been a fine enough thing while I was an aspiring clerk, but now that I am ceansing to be a clerk, should I not be promoted to the more equal status of younger brother?

. . . . But was it my fault that Blakelock chose to crowd me into the vacuum of his heart? I have always like him--I still do--but he ought certainly to understand--who better?--how much it has been to my advantage to play along with a senior partner who has my destiny in his hands. Why do people persist in the illusion that their caring creates some kind of duty of reciprocation, or even respect, in the hearts of those they care for? Why do they kid themselves that there is something fine or noble or duty-creating in the fire of a passion that they have not only deliberately kindled in themselves but have huffed and puffed on to make it as large and crackling as possible? How many of them ever seriously try to douse it? They don't because they're afraid they might succeed. And they don't want to succeed any more than they want to face the fact that the object of their affections is usually the creation of their fantasy.

For what am I, Robert Service, to Branders Blakelock? Not what I seem to myself, anyway. I cannot be sure, obviously, just how he likes to picture me, but I hazard the guess that it may be as an Antinous on whose bare muscular arm the wise old leader of the ancient world does not disdain to lean. Should that not be enough for Antinuous? What is he, poor Bithynian lad, if not the beloved of Hadrian? I do not suggest that Blakelock has lascivious designs on me--nothing, I am sure, would shock him more, even in his most secret thoughts--but I do note that his proteges have all been handsome, and we know what a cesspool the subconscious can be. Or, to put it more innocently, perhaps he conceives of me as a kind of faithful wolfhound, crouched submissively at his side but ready at a signal to leap, to rush, to kill.

It is now that I choose to blurt out my discovery about Lamb. It is not the right moment--it is never the right moment--but at least I have his attention.

"Where the hell did you dig that up?"

I hesitate. "Do you have to know?"

"I suppose it was an 'abandoned property' search? Very well, don't tell me. I don't want to know. You're surely not planning to use it?"

"Of course I am. I plan to use it as the basis of a suit to remove Lamb as c.e.o. of Shaughnessy."

"You've got to be crazy, Bob. I knew about Al's brother. He's a kind of kleptomaniac. Al has always looked after the poor nut."

"Nut? Has he been judicially declared incompetent?"

"Of course not. Al was much too proud. He handles his family problems himself. He's supported that brother all his life and put his son and daughter through college. He even manufactured a kind of career for him in Shaughnessy, at his own considerable expense. I never heard of anyone who did more for a sibling."

"But a brother's hand in the till is still a crime, isn't it? And isn't Albert's covering it up another?"

"I suppose, technically. But it can all be explained."

"Can it? And even if it can, would Albert Lamb like the exposure?"

"Hell, no! It would probably kill the poor loon of a brother."

"Then there you are. Albert will have another inducement to settle. Isn't that what we're after?"

"Robert, I can hardly believe my ears. Is it really you talking?"

"Do you suppose Albert Lamb would think twice before using a weapon like this against any officer of Atlantic?"

"Blakelock has to pause at this. "Well, you have to remember that Albert feels that Atlantic is trying to destroy his very lifework in Shaughnessy. A man int hat position gets pretty desperate. But you and I are not in that position, Bob."

"Our client is. Atlantic has very high stakes in this case. What can we lose, Mr. B, by taking the chance?"

"Nothing, I suppose, but honor."

"Where is that? Didn't we check it when we went into the takeover business? Why don't you let me try it, anyway? There's nothing like one bit of dirt to start up another. People hearing about case may suddenly remember more. We may dig up enough dirt about Lamb to blow up his whole board of directors!"

"No! Never! I won't have it!"

"His indignation makes me bold. "You talk about honor. What about duty to a client?"

"Can you really believe that it obliges me to pick up a tarnished piece of family gossip and puff it into a scandal that may destroy Albert's peace of mind and perhaps his brother's very life?"

"Why is that relevant? It's a fact, isn't it, that Albert Lamb covered up the crime of a junior officer? And isn't it our duty to use every fact at our disposal? Lamb knows that as well as we do. When he got into this fight he knew that everything in his past would be pored over and used. That's how the game is played, Mr. B, and what's more, I think it's basically how it was always played. Only today we're franker bout it. And I think that's better."

"I think it's worse. Much worse. I think it's obscene, and there's no place in my law practice for obscenity."

"In the silence following this I look up at last, intending defiantly to meet my boss's eyes. But he has turned his back to me, and his shoulders are stooped with what strikes me as a rather melodramatic expression of dismay and grief.

"You'd really sling that kind of mud, Robert?" the sad, now deep voice rumbles at me.

"I'd sling any mud I could make stick. Albert Lamb is the key to the whole defense."

"Even admitting it's mud?"

"But legal mud, Mr. !"

"I had not been aware that mud observed these distinctions."
"Why shouldn't it?"

"Robert, you appall me. You would really, for a dubious advantage to a client, so bespatter your adversary?"

"You mean it would be all right if the advantage were less dubious?"

After another solemn silence Mr. Blakelock speaks with a faint note of weariness. "Let me put it very simply, then. This material will not be used."

"Can't we think it over for a day or so? Give me a little time to convince you."

"I'm not going to change my mind, Robert. The material on Lamb's brother will not be used by this firm in a derivative stockholders' suit or in any other way. I am no longer concerned about that. What concerns me much more is your amorality. It comes as a sad surprise to me. I feel almost as if I did not know you."

"Have you ever wanted to know me?"

"Go home, Robert! Go home before I lose my temper! Take the weekend off; stay away from the office. Tell your darling wife what you have told me and listen carefully to what she says. I miss my guess if she will not agree with me. Let her help you, my boy. Let her guide you! I fear I must have been a false leader."

"Mr. Blakelock--"

"Go home, son, go home! I've had enough of you for one day."

Note: Diary of a Yuppie is, as a whole, rather dreadful. Auchincloss's The Great World and Timothy Colt is a far better and more interesting novel for lawyer readers.

Course Readings   Home Page