Sometimes the hardest thing to do is nothing at all

When I was a new lawyer, my boss, mentor (and later my friend) used to irritate me by giving me Yoda-like words of wisdom.  Some obvious (“leave at 6:30 unless you are closing a deal”), and some not so obvious.  Now, almost twenty years later, I realize how lucky I was to have a mentor like him and how valuable his lessons were.

One of the most irritating bits of advice was “Sometimes the hardest thing to do is nothing at all”.

The first time I heard that was in the middle of a late night closing of a $50 million transaction.  The lender imposed some last minute conditions, which were frustrating to our client.  The client wanted me to browbeat the lender into submission (as if a newly minted lawyer in San Diego could have that sort of impact on a career finance lawyer in Manhattan).  I went into my boss’s office for advice and help to sufficiently work up my ire to call the other lawyer.  My mentor listened, reclined back in his aged chair, and said “Sometimes the hardest thing to do is nothing at all”.

That’s all he said.  Literally.

I left the office thinking “What the hell is he talking about”?!

And I went home – my head spinning.

Well, the next morning, the lender had changed its position entirely.  I had done nothing, and my client thought I was an amazing, hotshot young lawyer.  Over the next few years, that client and I developed a great friendship, as I worked on about a billion dollars of transactions for him.

Did my mentor think through this strategically and know that the lender’s attorney would have to change his position?  I thought so.

Years later, I realized that my mentor did not have any special insight at all.  There was no strategic thinking.  He had just learned over several decades as a lawyer that people sometimes change their minds, and that while it was possible that I would have to eventually deal with the objectionable term – it was also possible that it might go away on its own.  My boss did not have a crystal ball.  He just had the maturity and experience to recognize that it did not matter whether I called the other lawyer at 2:00 AM from the closing or the next morning.

More than 20 years later, I realize that the best legal tactic is frequently doing absolutely nothing.  Too frequently, lawyers are ready to charge, pick up the phone, fire off an email or a letter, and forget that doing absolutely nothing might be a viable tactic to consider.

Simple advice, but not always so easy to suggest, “doing nothing” to a client.