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Sunday, June 21, 2015

In Memoriam, Roderick M. Hills, Sr.: Fathers' Day Thoughts on Work-Family Balance

My Dad died last Fall. I have always admired how he lived his life, and, on this Father’s Day, I would like to share some thoughts about one important aspect of his personality that might have special interest for young lawyers and law students: Dad’s arguably irrational exuberance about his work. His boundless optimism and excitement about his professional life (as a lawyer, government official, anti-corruption crusader, among other things) had its costs – most obviously as a distraction from his four kids. But it had benefits for us kids as well. After the jump, I’ll offer some reasons for why a father’s love of his work can be an important part of what it means to a good father.

It is not as if he started out with a lot to be optimistic about. He was born in Seattle in 1931, at the beginning of the Depression, and his father had to struggle to find work. Grandpa Ken ended up taking Dad and Grandma Sal to Whittier, CA, eventually finding work at an aircraft factory in Southern California. (I was never quite sure about Grandpa Ken’s job: I know from family stories that he worked the line, and, after Dad’s death, I discovered Grandpa’s wallet among Dad’s effects, with a business card displaying the title “spare parts specialist”). Dad played football at Whittier High and managed to score a scholarship to attend Stanford College and Law School, playing football for Stanford and working numerous odd jobs – orange selling, bar-tending, lawn-mowing – to pay for his education. The competing time burdens did not hold him back: he won a clerkship with Justice Stanley Reed, returned to California as an associate at Musick, Peeler, & Garrett, was voted a partner, and then, in 1962, began a long career of not having a long career at any single place.

With a daughter on the way (my older sister, Laura), he quit Musick, taking several partners with him to form, with Mom, the law firm of Munger, Tolles, Hills, & Rickerhauser. The firm was founded (and remains) a bit of a New England town hall democracy. Dad required every partner to take a sabbatical, not only in order to re-charge their batteries but also to spread their clients around to other lawyers in the firm. He loathed the practice of rainmakers’ farming out “their” clients and taking a feudal lord’s cut. Every partner voted on every partner’s salary publicly at Munger, Tolles, on a “Grid” open for all to see: The value of rain-making versus logging hours or managing the office was up for collective decision.

Forming Munger, Tolles was Dad’s first act of arguably irrational professional exuberance. For the rest of his career, a bird in the hand, for Dad, was, well, ...boring. He became the patron lawyer-saint of near-lost causes. In 1968, he was co-chair (with Leon Panetta) of U.S. Senator Tom Koechel’s doomed effort to stave off conservative primary challenger Max Rafferty. (That challenge was an early version of what became a national ritual of purging the California Republican Party of moderates by destroying the California Republican Party. Koechel, a sponsor of the 1964 Civil Rights Act, was attacked and defeated by the race-baiting Rafferty because Koechel was too liberal to be a good Republican, and Rafferty was later defeated in the general election by Alan Cranston).

When Munger, Tolles became an well-established firm, Dad left to be the CEO of Republic, Inc., a near-bankrupt corporation that required desperate negotiations with creditors to save its skin. (Dad managed to save Republic through regular commutes to Swiss creditors, memorialized by little metal Swissair planes in my toy collection). Dad served as President Gerald Ford’s deputy counsel, where he was the White House’s liaison with the Church Committee investigating the CIA’s misbehavior. As the President’s man, Dad’s brief was to defend presidential prerogative over intelligence, but, as Fritz Schwarz, Church’s counsel, later told me, he was regarded as a scrupulously honest broker by the Democrats. Ford made Dad chief of a task force charged with reviewing the costs of excessive regulation. To the shock of many, Dad called for the elimination of the CAB, the ICC, and much of the regulations of telecommunications. Ford bought the argument that trucking and airline regulation largely served the interests of industry at the expense of consumers and drafted a series of deregulatory proposals that, to its credit, the Carter Administration championed and pushed through. As chair of the SEC, Dad continued his crusade against what he took to be pointless rules by authorizing trading of put options. In response to the Lockheed corruption scandal, Dad championed a system for corporations’ disclosing bribes and other corrupting payments to foreign governments. His idea was that putting the bucks on the books and eliminating slush funds would bring such payments under control.

Dad lost on that last proposal, when the Carter Administration championed an outright ban in the FCPA. Dad spent most of the 1980s, in fact, cheerfully losing many of the battles that he provoked. He left government to head up Peabody Coal right in the middle of a nationwide coal strike. A veteran labor lawyer, Dad saw no point in trying to bring the UMW to its knees through a united front of operators: To the ire of the other coal companies, he settled separately with the union and promptly lost his job. As Sears’ lawyer, he engineered Sears’ purchase of Coldwell Banker and urged Sears to move into retailing consumer services, arguing that Sears would be wiped out by the new “Big Box” retailers if it stuck with its old model of peddling consumer goods. Although Sears made Dad chief of a “Sears World Trade” subsidiary, the old guard was not comfortable with his call for Sears’ transformation into a services retailer, and so he was fired again. (As Dad predicted, the unreformed Sears soon found its way into bankruptcy and obsolescence). Dad made a reputation during the late 1980s and 1990s for coming on to boards of troubled corporations, chairing their audit committees, cleaning up the books, and replacing the incumbent management with a better crew. He once even launched a successful proxy fight against the management of Oak Industries, on the board of which he sat. These campaigns for corporate reform, however, did not always succeed: With Waste Management, the new crew failed just as badly as the old, to Dad’s embarrassment.

Dad’s failures as much as his successes gave him a passion for corporate reform. A successful businessman and business lawyer, he did not believe that corporate managers could be trusted with power to set their own compensation and manage their own books. He was a champion of Sarbanes Oxley and, more generally, the idea of cleaning up crony capitalism through independent auditors and directors. He won awards for being a model independent director, and he founded a program for improving public and private governance. He helped review and reform the UN “Food for Oil” program. (He used to complain that the UN’s personnel system was so rigid that it prevented elimination of conflicts of interest that Sarbanes Oxley required of private companies).

Where did all of this endless aspiring and working leave Dad’s family? It is an economic impossibility to maximize two different variables simultaneously. Last summer, Dan Markel posted a moving message from the widow of a legal academic describing the costs to the family from her late husband’s hard-driving work habits. Candor requires me to say that some of what she said applied to Dad’s work and our family. Keep in mind that Mom was working jobs at least as demanding as Dad’s, serving in the cabinets of two presidents, negotiating NAFTA, heading up major law firms, keeping the household together when Dad was out negotiating loans with creditors in Switzerland. The four kids were sometimes jealous of those “other kids” – i.e., their parents’ work -- who got so much of their parents’ attention. Looking back on my parents’ life together when we four kids were still at home, I am amazed that life went as smoothly as it did.

Looking back at my experience with Dad, however, I have come to think that competition between a parent’s work and their care for family is not entirely a zero-sum game. Dad’s sometimes irrational exuberance about his work – his excitement, indignation, zest for a fight, self-deprecating stories of his defeats, optimism about the victories to come, stubborn integrity – rubbed off on all of us kids. It is not merely that he modeled a decent work ethic for his children. It is also that he gave us a model of work being a source of pleasure and nobility, not just a source of anxiety and ambition. Dad never really climbed any career ladder: He quit or was fired from jobs that more self-serving people would have clung to for pay or prestige, because he was itching for some new reforming project. He did not kvetch about his defeats: They just became another war story, ending with a moral for the next big project.

We kids, of course, did not know much about the details of Dad’s work when we were little – but the enthusiasm rubbed off on us. Work was not something to be suffered but enjoyed. Time was too short to wait for the weekend. Your job had to have deeper meaning than merely a source of cash or a rung on a ladder. As we got older, we could engage more with the substance of what he cared so much about. We built a relationship on our work. I’d discuss with him cases, politics, the quagmire of Washington DC, the corruption inherent in everyone, the consequent need for separation of powers everywhere, in private corporations as well as public government.

A week after Dad died, I was scheduled to teach Free Enterprise Fund v. PCAOB, a case in which Dad had organized three other former SEC chairs to file an amicus brief urging the Court to sustain the PCAOB. Dad and I had often discussed the case and, more generally, being a realist about how agencies like the SEC worked. (Dad scoffed at the dogmatic formalism that the power of a politically accountable actor to fire an executive official was necessary or sufficient for true political control). Preparing for my class, I reached for the ‘phone to call Dad and chat about the case one more time before I realized that our conversations about law and politics were now over for good. It was the first of many such moments, where I realized that Dad’s good work had become part of Dad’s being a good parent.

I recall dimly that Louie C.K. had a quip in one of his stand-up routines about turning forty. When you are young, he said, you are filled with anxiety about whether your life will suck, so, when you turn forty, you can finally heave a sigh of relief that your life is almost over.

Dad never heaved that sigh of relief. Life for him was not about those sorts of external rewards that allegedly keep life from sucking. It was filled with excitement about the next big project. At Dad’s memorial service, Paul Volcker quoted from an email that captured Dad’s energy and optimism. In the email sent from his hospital bed just days before his death, Dad wrote that “minor medical mishaps have kept me in Johns Hopkins Hospital, out of the office” but that he would soon have some proposals for SEC reform. He ended by saying that “[t]here are more issues than I can possibly deal with in the time I will have.”

That was Dad’s attitude towards his work: There are more projects than you will ever be able to squeeze into the time you will have. So don’t fret about your grievances and defeats but instead get busy, be excited, get to work.

Not a bad lesson to give to your kids, and something to be weighed in the work-family balance on the “family” side of the scale.

Happy Father’s Day, Dad … and any other hard-working dads out there.

Posted by Rick Hills on June 21, 2015 at 06:23 PM | Permalink


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