[Midtown hotel ballroom — May 20, 2012, 12:31 PM]
Harold's voice came in at a half-volume I had learned to calibrate over three years to mean act on this but do not act on this visibly.
"Row three. Laptop."
The moderator was still asking the question — something about whether post-merger market dynamics represented a structural shift or a cyclical consolidation, which was a careful way of asking whether Pearson Darby was eating the boutique bar alive. I kept my eyes on the moderator and found row three in my peripheral vision.
Junior associate, female, dark blazer. The laptop was open at the angle of someone taking notes rather than answering email. She was not looking at anyone on the panel. She was writing everything.
"Thank you," I said, to the moderator, buying three seconds. I turned slightly toward Victor Reyes, who was two seats to my left on the panel, and said what I had been planning to say for the last twenty minutes anyway, because it was the answer to the question and also happened to be the answer she would report back.
"The boutique practice model has been through consolidation waves before," I said. "What's different this time is the international-reach argument — firms that can credibly pitch London, Brussels, Hong Kong alongside New York have a real value proposition that domestic boutiques don't answer with quality alone. The question isn't whether the consolidation is structural. The question is whether smaller firms that offer something the large platform firms don't are building that alternative value or waiting to be absorbed."
Reyes shifted in his seat.
The moderator turned to him.
"And what is that alternative value," Reyes said, directing it at the room rather than back at me, "when the firm consolidating the market has been running a boutique alliance program that legally strips origination credit from any smaller firm that joins their network? At what point does that become an antitrust question?"
A beat. The room absorbed it. The woman in row three typed faster.
I let Reyes's question stand without supporting it or deflecting it. I poured water from the pitcher on the panel table. I drank some of it. I set it back down.
"That depends entirely," I said, "on whether there's a theory of harm that meets the current evidentiary threshold. Market consolidation isn't in itself actionable. Market consolidation that produces a price-fixing mechanism or a coordinated buyer reduction in a defined market might be. Whether the boutique bar constitutes a defined market under applicable antitrust doctrine is a harder question than I think most practitioners outside that specialty realize."
Reyes looked at me. The look said he knew I was not dismissing him. The look also said he knew I was not signing onto the complaint.
That was exactly where I wanted to leave it.
Before the panel I had done something I was doing more often than I liked: I had opened my banking app at 7 AM, transferred $200 to the Klein Legal operating account, felt the conversion register in the back of my awareness like a dial turning two increments, and run a basic pre-panel search on the practitioners scheduled to appear at the lunch.
[+2 LP]
The basic search gave me the shape of what I would find in the room. Victor Reyes: twelve years in complex commercial litigation, boutique founded six years ago, three associate loss events in the last year that correlated with PD's aggressive rate-undercutting timeline. Genuinely angry. Strategically sound in his anger but wanting a coalition leader more than he wanted to be one. He had filed two bar association complaints in his career; both had gone to form letters and expired.
Maria Chen: employment boutique, eight years. Clean operation. Had been referring overflow to a larger firm that PD had since absorbed. Looking for a new referral relationship.
Paul Soto: real estate and regulatory, seven years. Overlapping client profile with Klein Legal's commercial RE work. Sandra Chen had mentioned his name six months ago, which meant their networks touched.
Two LP spent. Zero LP remaining plus the 0.2 LP I'd had before the conversion.
The search gave me enough to enter the room with a plan. The plan was: keep Reyes interested without committing, extract the two referral relationships, leave before the lunch turned into an organizing meeting for a complaint that would put Klein Legal's name on PD's boutique-watch list for the wrong reasons.
The PD note-taker had accelerated the timeline on that last part.
After the panel broke I found Maria Chen at the coffee station.
"Don Klein." I extended my hand. "I think we have some overlapping client profiles in commercial RE."
She was direct in the way employment lawyers tend to be direct — she had spent her career in rooms where people were not telling the whole truth about why they were in the room, and she had learned to skip the ceremony.
"You're the one who's been taking Pearson Hardman's overflow for two years," she said.
"I've been building a client base that occasionally overlaps with their former work, yes."
"That's a very careful sentence."
"Employment lawyers make me careful." I picked up a coffee I did not particularly want. "I'm looking at referral relationships for complex litigation overflow. I have two clients with employment-adjacent issues that have come up in the last six months. I'd rather refer internally to someone I trust than outside the boutique network."
"And what do I get."
"Commercial RE regulatory overflow. My clients touch construction and zoning on the New York side. When it tips into employment, I need somewhere to send it."
She considered me for a beat with the specific attention of someone who had been promised referrals before and knew the shape of a promise that wasn't going to land.
"Send me one and I'll send you one," she said. "See if the fit holds."
"That's all I'm asking."
Paul Soto was in the corridor putting on his coat. I caught him before the elevator.
The conversation took four minutes. He had a client with a CFIUS matter that was about to become a real question — a foreign-infrastructure acquisition with national-security review implications — and he did not have the regulatory specialty to handle it. He knew Klein Legal had been doing CFIUS work. He had heard about it from Harlan Cross. He had been thinking about calling.
"Don't wait," I said. "It gets more expensive the longer you wait on those matters."
"What's your intake process."
"Call me this week. I'll look at the matter for free and tell you within two hours whether it's something Klein Legal handles. If it isn't, I'll tell you who does."
He gave me his card. I gave him mine.
Victor Reyes found me on the way to the coat check.
"Klein." He had the energy of a man who had been building toward a specific sentence for the last ninety minutes. "I need three names on the antitrust filing. Your name means something. Yours and two others and the complaint actually goes somewhere."
"I'm not signing a complaint, Victor."
"Because you're afraid of PD."
"Because I'm not convinced the theory of harm holds under the current case law and I'm not putting my firm's name on something that expires in a form letter." I put on my coat. "The boutique-alliance origination-credit mechanism might be worth a serious competition analysis. If it is, and if someone runs that analysis and the theory holds, I'll revisit. That's what I can give you."
He studied me. He had been expecting the no. He was working out whether I was leaving the door open or performing door-opening.
"Who do I talk to about the competition analysis."
"Call Elena Fuentes at Columbia Competition. Tell her Don Klein said the question is worth a faculty paper."
His expression shifted. A faculty paper was not an antitrust filing. It was also not nothing. It was a paper trail, and a paper trail at a law school moved on a different timeline than a bar association complaint.
"That's your move," he said.
"That's my move."
I took a cab south. Harold was already back at the office — he had left before me, which was his way of signaling he had work to do and was doing it.
The woman in row three had gotten everything on the record that I had put on the record, which was the calculated amount. Pearson Darby now had my name on a boutique-watch list. They had had my name somewhere else before, but this was a different kind of watching.
I thought briefly about the vulnerability list in my desk drawer — four names, three lines drawn through, one remaining. I had not dealt with the fourth name in nearly a year. I had been telling myself there was no hurry, which was a way of telling myself the firm was secure enough that I didn't need it.
I was now less sure about the second thing than I had been a year ago.
I took out my phone. I added Maria Chen and Paul Soto to my contacts. I flagged both for a thirty-day follow-up.
The cab crossed Fourteenth Street into the Flatiron. Two new names. One live lever on antitrust that I was not pulling but had not dropped. One line in row three that would reach Jessica or Darby by end of business.
Small gain. Small cost. The scoreboard had not moved in any direction that mattered.
I paid the cab driver and went back to work.
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