Corporate law practice is rapidly taking over an increasingly large proportion of the global market for legal services before we are able to fully understand its nature and development. Even in China, where the legal profession is still in its formative stage (Reference MichelsonMichelson 2003, Reference Michelson2006), a small sector of elite corporate lawyers has already emerged and controls much of the most profitable and prestigious legal work. Although they share many characteristics with elite corporate lawyers in other places (Reference Galanter, Dingwall and LewisGalanter 1983; Reference NelsonNelson 1988; Reference LazegaLazega 2001), the different types of clients they serve—namely, foreign corporations, state-owned enterprises (SOEs), and private enterprises—constitute an extremely diversified external environment for the work of the new legal elite in China.
Mostly trained in Britain, the United States, Germany, and Japan, and many with work experience in world-renowned firms, these Chinese elite corporate lawyers nevertheless display distinct behaviors when dealing with the three types of clients. Moreover, partners and associates hold divergent views of client influence on their professional work: whereas associates often describe client influence as a strong and pervasive force in shaping their work, partners seem to care little about the effects of variation in client types on their attitudes and behavior. These observations raise the central empirical questions for this study: Why do these high-status corporate lawyers develop different work strategies for different types of clients? Why does client influence on lawyers' professional work seem to diminish with seniority? And, more theoretically, how can we reconcile these diversified patterns of lawyer-client relationship with the issue of professional autonomy?
By conducting a close examination of lawyer-client interactions in six elite corporate law firms in Beijing, I argue that, embedded in a multicultural and diversified work environment, Chinese corporate lawyers have adopted distinct methods and produced various legal products to serve different client interests, yet the cultural machinery by which they transform the client's problem into legal issues, establish the link between problem and solution, and produce the legal opinions for the client do not vary across different client types. Meanwhile, client influence on lawyers' professional work is mediated by the division of labor within the corporate law firm: whereas partners have solid control over the process of diagnosis, inference, and treatment (Reference AbbottAbbott 1988) and thus enjoy a high degree of professional autonomy, associates are largely stripped of this cultural machinery in the workplace, and their work becomes vulnerable to client influence.
After theoretical discussions on the nature of lawyers' professional work and some notes on data and methods, the empirical part of the article is divided into three sections. I first provide a brief overview of the history of the corporate law market in China since the 1980s and the client environment in which the work of elite corporate lawyers is embedded. Second, I examine the various forms of client influence on lawyers' professional work in different aspects of corporate legal projects. Third, I discuss the division of labor in the corporate law firm and its effects on lawyers' professional autonomy in relation to client influence. The conclusion summarizes the main findings of the article and addresses its theoretical and practical implications.
Client Influence and Professional Autonomy
Elite corporate lawyers have been crucial actors in the legal profession's historical transformation and collective action (Reference AuerbachAuerbach 1976; Reference SlovakSlovak 1979; Reference ShamirShamir 1995; Reference HallidayHalliday 1999), but the activities of these lawyers in the workplace remain a largely unexplored territory despite the thriving research on the legal profession in recent decades. After Reference SmigelSmigel's (1969) classic study of Wall Street lawyers, research on the social structure of the bar flourished (Reference Heinz and LaumannHeinz & Laumann 1982; Reference AbelAbel 1988, Reference Abel1989; Reference Galanter and PalayGalanter & Palay 1991; Reference Hagan and KayHagan & Kay 1995; Reference Heinz, Nelson and SandefurHeinz, Nelson, Sandefur, et al. 2005), but there have been fewer studies on lawyers' professional work. This limited group of studies concentrates on the personal sector of the bar, including divorce lawyers (Reference Sarat and FelstinerSarat & Felstiner 1995; Reference EekelaarEekelaar et al. 2000; Reference MatherMather et al. 2001), personal injury lawyers (Reference RosenthalRosenthal 1974; Reference Daniels and MartinDaniels & Martin 2002, Reference Daniels and Martin2004; Reference KritzerKritzer 2004; Reference Parikh and GarthParikh & Garth 2005), criminal defense lawyers (Reference MannMann 1985), solo and small-firm practitioners (Reference CarlinCarlin 1962; Reference SeronSeron 1996; Reference Van Hoyvan Hoy 1997), and lawyers in ordinary litigation (Reference KritzerKritzer 1990). Most existing studies on corporate law firms (Reference Galanter, Dingwall and LewisGalanter 1983; Reference NelsonNelson 1988; Reference GormanGorman 1999; Reference LazegaLazega 2001; Reference Uzzi and LancasterUzzi & Lancaster 2004) still make social structure their primary concern (but see Reference SpanglerSpangler 1986; Reference FloodFlood 1991).
Nevertheless, understanding the professional work of corporate lawyers is a crucial component for research on the legal profession, especially considering that the corporate sector of the bar has been growing rapidly worldwide in recent decades (Reference Heinz, Nelson and LaumannHeinz, Nelson, Laumann, et al. 1998; Reference HanlonHanlon 1999; Reference KarpikKarpik 1999; Reference Dezalay and GarthDezalay & Garth 2002; Reference Dezalay and SugarmanDezalay & Sugarman 1995). It is, therefore, both necessary and urgent to provide a good theoretical account of the nature of corporate legal work. Such a task requires, first, a critical review of existing theories of the profession, particularly regarding professional autonomy and its relationship to external client influence.
Since Reference ParsonsParsons (1937, Reference Parsons1968) and Reference Hughes and CoserHughes (1994), theories of the professions diversify along the two dimensions of social structure and work, with limited effort to connect them (Reference Dingwall, Dingwall and LewisDingwall 1983). In contrast to the emphasis of structural theories on the sequence of professionalization (Reference WilenskyWilensky 1964; Reference MillersonMillerson 1964) or the monopoly of income and occupational status (Reference LarsonLarson 1977; Reference BerlantBerlant 1975; Reference AbelAbel 1988, Reference Abel1989), research on professional work focuses on the way professionals control their work (Reference FreidsonFreidson 1970) and the division of labor in the system of work (Reference Hughes and CoserHughes 1994) in which every profession holds a jurisdiction (Reference AbbottAbbott 1988). The first systematic theory of professional autonomy is offered by Reference FreidsonFreidson (1970), who argues that professional autonomy is a position of legitimate control over work. Professionalism, according to Freidson, “may be said to exist when an organized occupation gains the power to determine who is qualified to perform a defined set of tasks, to prevent all others from performing that work, and to control the criteria by which to evaluate performance” (2001:12).
Reference FreidsonFreidson's (2001) argument implies an endogenous view of professionalism; that is, neither client influence nor state intervention has any necessary relationship to professional autonomy, as long as the profession has the sole legitimate power to inspect and evaluate its work. This view is significantly challenged by Reference JohnsonJohnson's (1972) typology of professional power: collegiate, patronage, and mediation. In particular, when the client is able to control the producer-consumer relationship, the autonomy of the professional is reduced to patronage. In their classic study of the social structure of the bar, Reference Heinz and LaumannHeinz and Laumann (1982) explicitly apply Johnson's typology to analyze the legal profession and argue that, whereas the personal sector of the bar is more collegiate because lawyers often dominate clients in their power relationship, corporate lawyers resemble Johnson's image of patronage and enjoy much less professional autonomy in relation to their clients.
Later studies on corporate lawyers indicate that the influence of powerful clients is almost omnipresent in corporate law practice, from entry into partnership (Reference Hagan and KayHagan & Kay 1995) to managerial functions (Reference NelsonNelson 1988; Reference LazegaLazega 2001). Meanwhile, collegiality, the service ideal, and independence all tend to diminish with law firm growth (Reference Galanter and PalayGalanter & Palay 1991). However, the limitation of these structural analyses for understanding lawyers' autonomy lies in their overlooking the workplace as a crucial “arena of professionalism” (Reference Nelson, Trubek and NelsonNelson & Trubek 1992). If Freidson is correct that professional autonomy is not affected even when the social structure of the profession is controlled by external actors, then merely showing how clients influence management, growth, or promotion in the corporate law firm would not necessarily lead to the conclusion of diminished autonomy. Instead, we need to focus on how professional autonomy is socially produced in the workplace, where corporate lawyers and their clients jointly define the specific meanings of legal practice.Footnote 1
I approach the problem of professional autonomy precisely by focusing on the lawyer-client interactions in corporate lawyers' workplaces. Both strong client influence and a highly differentiated division of labor within the law firm make the professional autonomy for corporate lawyers more complex and subtle than that of ordinary law practitioners. In particular, when the client is a large and powerful corporation, it may seek to place strict demands on lawyers' diagnostic process, react with strong preferences to the solution lawyers provide, or even impose its views and beliefs in the logic between problem and solution on lawyers' professional inference. Facing such client influence, the law firm develops a series of adaptive measures and techniques to keep control over its professional work. The lawyer-client interactions, therefore, become a “battle” between client influence and professional autonomy.
As the existing literature suggests, as the law firm gets bigger and its client base leans more toward large corporations, the winner of this battle is more likely to be the client rather than the lawyer.Footnote 2 In a multicultural and diversified client environment, as is the case of corporate law practice in China, client influence on the lawyer's work becomes even more extensive. However, such client influence is not without limit—the cultural machinery by which lawyers conduct their professional work is relatively independent of client influence. Cultural machinery here refers to the formal processes of diagnosis, inference, and treatmentFootnote 3 through which professionals apply institutionalized knowledge to solve a client's problem (Reference FreidsonFreidson 1986). The more a lawyer grasps this cultural machinery, the less the client can exert influence on the lawyer's professional work, and the more professional autonomy the lawyer enjoys.
In large corporate law firms, the division of labor between partners and associates further complicates the nature of their professional autonomy. In contrast to Reference Uzzi and LancasterUzzi and Lancaster's (2004) recent finding that the corporate law firm's social embeddedness has a greater effect on partner prices than on associate prices, I find in the Chinese case that external client influence has a greater effect on the professional work of associates than on the work of partners. In other words, client influence on professional work diminishes with lawyer's seniority. Partners enjoy more autonomy in their work than associates do because they are the major controllers of the cultural machinery of work in the corporate legal project, while associates are stripped of this machinery and their work becomes vulnerable when facing strong external influence.
Data and Methods
Fieldwork in elite corporate law firms is challenging, to say the least, to most sociolegal researchers. As secrecy has always been one of the central tenets of corporate law practice, few researchers get the opportunity to closely observe how these high-status lawyers do their work (but see Reference FloodFlood 1987, Reference Flood1991). Excuses such as client confidentiality or the potential disruption to teamwork are often used for rejecting participant-observation in law firms (Reference PiercePierce 1995). In approaching the Chinese law firms, I benefited much from my educational background at a premier law school in China and in previous corporate law practice in Beijing, both of which significantly reduced the potential difficulties. As a result, I was able to conduct both interviews with a wide range of corporate lawyers in Beijing and participant-observation in a prestigious Beijing corporate law firm. The data used here include in-depth interviews I personally conducted with 24 lawyers from six corporate law firms in Beijing from June to September 2004, as well as my participant-observation in one of the law firms during two periods: (1) February–April 2002, and (2) July–September 2004. The six law firms selected for interviews are all elite corporate law firms in China, including the four largest corporate law firms in Beijing and two smaller but not less prominent law firms. Following Reference NelsonNelson's (1988:94–5) descriptive framework for corporate law firms, major descriptive information about the six firms is provided in Table 1.Footnote 4
Table 1. Major Descriptive Information about the Six Corporate Law Firms in Beijing
Notes:
Abbreviations: FDI=foreign direct investments; B&F=banking & finance; S=securities; RE=real estate; L&A=litigation & arbitration.
Numbers: Because the number of personnel in mega-law firms is constantly changing, it was difficult to calculate the exact numbers of total staff (including partners, associates, and legal assistants)—even the managing partners in the six firms could not provide the exact numbers. For the number of PRC lawyers, the numbers provided here were calculated from the official 2004 Beijing Lawyers Registry, published by the Beijing Municipal Bureau of Justice. In fact, these official numbers are much less than the total numbers of lawyers in the six firms, because some lawyers, especially those specializing in foreign-related work, hold foreign licenses. Meanwhile, many junior associates in these firms had not yet acquired the PRC license but already played an active role in the firm's projects. Therefore, the actual numbers of lawyers in the six firms all far exceeded the statistics on the official registry. The number of partners is as of December 2004, and were acquired through follow-up communications with the interviewees.
Twenty-four lawyers were selected from the six law firms for interviews, including eight partners and sixteen associates.Footnote 5 Five of the 24 interviewees are female. In contrast to the extremely generalist practice areas of most Chinese lawyers (Reference MichelsonMichelson 2003), the practice areas of these elite corporate lawyers have a surprisingly high degree of specialization. Of the 24 interviewees, 11 reported working in only one practice area during their career, 10 reported two areas, three reported three areas, and none of them is specialized in four or more fields of practice.Footnote 6 Questions for the interviews were designed as semi-structured and open-ended. Thanks to my educational and professional backgrounds, most interviewees were very cooperative and provided frank responses even when being asked some sensitive questions concerning their work.Footnote 7 I coded the interviews both qualitatively and quantitatively, yet the main thrust of my approach in both data collection and analysis was qualitative in nature.Footnote 8 Much of the evidence presented here is in the form of direct quotations from the respondents.
My participant-observation was conducted in Firm C for six weeks in spring 2002 and eight weeks in summer 2004, respectively. In each period I worked as an intern associate in the work team of a senior partner in the firm, whose practice areas include foreign investment, real estate, and litigation/arbitration. Through frequent workplace interactions with different types of clients and numerous informal discussions with lawyers in the firm, particularly those working in the same partner team, I gained a better sense of how these corporate lawyers do their work and deal with their clients than any formal interview could provide. Moreover, some cases I recorded during my observation are used here to complement the interview data.
Corporate Law Practice in China and Its Client Environment: A Brief Overview
All six firms that I selected are among the first partnership law firms in China, founded in 1992–1993Footnote 9 when Chinese law firms began to be privatized from state direct control (Reference MichelsonMichelson 2003). Yet the starting point of the corporate law market in China dates back at least a decade earlier than the establishment of these local corporate law firms. Economic reform and revival of the legal system starting in 1979 soon began to bring in foreign investment, which, in turn, brought transnational law firms into China's increasingly large and profitable market. At the time, local lawyers in China were all state employees working in “legal advisory divisions” (falü guwen chu) affiliated with various levels of government agencies, and few of them had the expertise to independently handle complex legal projects for international transactions (IN04217). Most high-end corporate law practice in China, therefore, was conducted by foreign lawyers at first, although they were not allowed to acquire the People's Republic of China (PRC) lawyer's license or establish branch offices in the mainland (Ministry of Justice, Ministry of Foreign Affairs, & State Bureau of Foreign Experts 1981).
In 1992, the Ministry of Justice granted 12 foreign law firms (including eight firms from Hong Kong) the right to establish administrative offices in mainland China, and this number had grown to 114 foreign law offices and 35 Hong Kong law offices by 2004 (Ministry of Justice 1992, 2004). Nevertheless, until today, interpretations of PRC law by foreign lawyers are still formally forbidden by the government, and Chinese law practitioners who work in transnational law firms are also stripped of their lawyer's licenses to restrict their scope of practice. Consequently, for any foreign-related legal project that involves PRC law, formal legal opinions must be provided by a local law firm. It is precisely from this restriction on the practice of foreign firms that local law firms specializing in foreign-related legal work emerged in China in the 1990s. More than one senior partner I interviewed indicated that much of their business used to come from collaborations with foreign law firms, sometimes merely signing or revising the legal documents that their foreign colleagues had completed (IN04207, IN04222). In a sense, national barriers to transnational law practice gave birth to these elite local law firms in China.
With the burgeoning of China's market economy and the persistent government protection, by 2004, the time I conducted my fieldwork, a small number of elite local law firms had grown into crucial players in China's corporate law market. All six law firms that I selected, including the two smaller and more specialized firms, claim to be “a leading full-service law firm in China,” and their practice areas all concentrate on high-end corporate legal work, including foreign direct investments (FDI), banking and finance, securities, mergers and acquisitions (M&A), real estate, corporate litigation and arbitration, and intellectual property. All six firms are Beijing-based but also have branch offices in other major cities in China such as Shanghai and Shenzhen, and some have even established offices in the United States and Europe.
There are, of course, also differences among the six firms. As Table 1 suggests, Firms E and F specialize in securities, particularly initial public offering (IPO) projects and the related M&A work. The other four firms are general practice corporate law firms. Firms A, B, and C are two-tier partnerships with a bureaucratic organizational structure, whereas Firms D, E, and F are still organized around their senior partners. Yet the structure of Firm C is not entirely bureaucratic, because underneath its bureaucratic structure the work is still divided by the work teams of senior partners. By contrast, in both Firms A and B, the work is organized around project teams rather than partner teams.Footnote 10 For managerial decisionmaking, the partners of Firm A have an exceptionally collective ideology, while in the other five firms the managerial decisions are still made by the influential founding partners, though in both Firms B and C formal managerial committees have been organized for decisionmaking.
Although their collaborations with foreign law firms on big projects (especially FDIs and IPOs) are still frequent, with an increasingly large number of lawyers with foreign law degrees and experience with transnational law practice, these elite local law firms have already acquired great expertise in most areas of corporate law. Most of their lawyers graduated from prominent law schools in China,Footnote 11 and the majority of them also obtained law degrees from Britain, the United States, Germany, or Japan. In addition to lawyers coming back from abroad, the six firms also have a good number of lawyers who used to work in foreign law offices in China—a prominent local corporate law firm provides these lawyers with a much broader scope of practice than the profitable yet highly restricted practice in foreign law offices. Those associates who stay in the same firm for five to seven years face the similar “up or out” rule, as is the case in large Anglo American law firms.Footnote 12 Associates in these firms are usually required to work for around 1,500 billable hours per year, and partners have had no standard hourly requirement.
Overall, in its 25 years of development, corporate law practice in China has changed from the monopoly of foreign firms in the early 1980s to a coexistence of foreign and local law firms, with the latter getting bigger,Footnote 13 stronger, and more profitable every day. Not surprisingly, local corporate law firms have a wider client base than their foreign counterparts. Foreign companies seeking to make investments in China, large and wealthy SOEs, and some newly established but successful private enterprises constitute the three major client types for these elite local law firms.Footnote 14 In using legal services, the three types of clients differ in a variety of ways due to their distinct characteristics regarding culture and ownership.
While foreign clients usually rely on highly professionalized in-house counsel or business managers for their legal projects, many SOEs and the majority of private enterprises do not have an internal legal department.Footnote 15 All departments of an enterprise, sometimes even including subsidiary companies, tend to approach lawyers directly without the intermediation of inside counsel (IN04201, IN04202, IN04204, IN04206).Footnote 16 Highly professionalized in-house counsel makes lawyers' communication with foreign clients resemble discussions between legal professionals. However, as the in-house counsel working in the Beijing or Shanghai offices of foreign corporations are either foreign lawyers or Chinese lawyers who have trained and worked abroad, their knowledge of Chinese law is sometimes quite limited. Hence, the work experience with foreign clients can often be seen as a “mutual learning process” (IN04214). By contrast, managers from SOEs and private enterprises usually have no legal background, but they understand their industries and the Chinese sociopolitical environment very well. Because of their powerful government backgrounds, managers from SOEs are particularly likely to influence or even direct the work of lawyers (IN04215, IN04224), whereas the private enterprise representatives are more modest and defer to the lawyers' opinions in most situations (IN04211, IN04212, IN04215, IN04217, IN04221, IN04222).
Furthermore, many interviewees reported that both SOEs and private enterprises sometimes bring in nonlegal affairs (e.g., managerial, commercial, or financial issues), and lawyers often have limited choice in rejecting such requests when the client is a powerful enterprise and generates a large amount of billings for the firm. These two types of clients are also inclined to connive or even explicitly promote illegal behaviors in lawyers' work. SOEs are especially inclined to use illegal methods to achieve their goals, as their powerful government backgrounds make the cost of their illegal behaviors much lower than the illegal behavior of foreign or private clients (IN04220). By contrast, foreign corporations are uniformly reported by the interviewees to avoid or even detest illegal behaviors. However, in litigation, where informal connections with the court are prevalent and inevitable, foreign clients display a much more tolerant attitude toward such behaviors by lawyers (IN04214, IN04219).
The last but not the least important aspect of the variations in client types is their distinct billing methods. Although the six firms all have relatively fixed standards for billings, the billing method used in a project is often determined by the preference of the client. A partner in Firm D specializing in litigation work summarizes this issue in a clear and concise way:
These three types of enterprises certainly have different concerns, and it can be seen from their usual billing methods. What foreign companies care about is the quality of our work, so in general their billings are by hours; private enterprises often use the “billing by phase” method and make one payment for each phase in the case, because they are more calculative and really care about the money involved in the case; SOEs usually tend to make a lump sum payment for each case, but we charge different amounts of money according to the result of the case (IN04213).
Although there are some variations across practice areas,Footnote 17 the general pattern is very clear across all 24 interviews: foreign clients are much more likely to make payment by lawyers' work hours, whereas domestic clients prefer to be charged by case or by phase.Footnote 18 Facing the great irregularity and diversity of client preferences, Chinese corporate lawyers have adopted flexible billing methods to protect their economic interests. As a result, the price for their legal service is often set according to the conditions of the consumer rather than the internal quality of the service.Footnote 19
In sum, the divergent cultural and political backgrounds of the three types of clients in relation to the state and the transitional market economy have created a heterogeneous external environment for corporate legal services in China. Cultural differences and distinct ownership types lead to the huge diversity of client behavior that Chinese corporate lawyers must face in their professional work.
Lawyer-Client Interactions in Corporate Lawyers' Workplaces
In a highly heterogeneous client environment, professional work becomes a contested space where both lawyers and clients seek to establish control (Reference JohnsonJohnson 1972). This section examines the social construction of professional work during lawyer-client interactions. The discussion focuses on the various kinds of client influence and its effects on lawyers' work, from the initial contacts with clients to the final completion of legal opinions.
When a client approaches a law firm, the client is always looking for competent lawyers to achieve its goals—this is true for both individual and corporate clients. Accordingly, the primary task for the lawyer is to convince the client that the firm has capable lawyers to solve the client's problem. The central part of the lawyer's talk with the client during initial contact is what Reference AbbottAbbott (1988:41–4) terms diagnosis, i.e., colligating a picture of the client's problems and classifying them into professionally legitimate issues. In other words, the crucial professional skill for the lawyer's diagnosis is to quickly identify the client's problem from the evidence presented and transform it into legal issues. Senior partners in elite corporate firms all have their own ways of dealing with clients, but familiarity with the law, practice experience in the field, and understanding of the client's situation are all necessary and important skills for diagnosis. An associate in Firm E summarized the ways her partner, one of the most prominent securities lawyers in China, impresses his client:
Our boss is incredibly sharp when talking to the clients. Because he knows IPO so well, whatever the client says he already knows it. I would say he has three major techniques when talking to the clients. The first is legal articles. He can recite all relevant laws and regulations without any mistake. The second is his analysis of the client's situation. As he has done so many such projects, he can quickly identify the intention of the client and design a solution accordingly. The third is his experience. He is able to tell the client what kinds of problems have occurred in similar projects and give a lot of examples to make the client understand the risk in every step. So all the clients trust him completely (IN04204).
This description shows the crucial qualities for the successful colligation and classification of a problem. Knowledge of the relevant statutes is certainly an indispensable skill, but more central to the diagnostic process is the ability to quickly identify the problem and transform it into “a legal discourse which has trans-situational applicability” (Reference Cain, Dingwall and LewisCain 1983:111). The solution the lawyer provides in this initial stage of a project is not a mature prescription, but it is expedient in nature and, in a sense, resembles the hypothesis in social science research—the validity of the solution needs to be tested in the following steps of the project.
However, the best solution provided by the lawyer does not always meet the particular demands of the client. An associate in Firm D who also works in a partner team specializing in IPO work described the difference in providing solutions to SOEs and to private enterprises:
When contacting the client, my boss will first consider the project with the purely objective perspective and introduce them to the best possible solutions for their problem. The clients will express their intentions afterwards, and we will then tell them the feasible solution for achieving their goals, which might be different from the original objective solution. Then we will let them consider all these solutions themselves and provide legal opinions according to their decision. It is also possible that two solutions will be discussed in the legal opinion for different situations. In general, private enterprises are more likely to choose the best solution we considered objectively, but who knows where [the decision of] the SOEs would deflect to? This is because SOEs have many internal problems … so sometimes if they proceed with the best solution we provided, their subsidiaries would not agree. The private enterprises have no such problem, because they are more like family enterprises, so everyone belongs to the same family. To make an analogy, if your father's company plans to be listed in the stock exchange and he wants to transfer the non-performing assets to your subsidiary company, you would not disagree, because you two can negotiate easily and finally you would also benefit from it (IN04215).
This quote clearly demonstrates the contingent nature of professional work, as the “best solution” is often modified in practice to accommodate the various demands of different clients. To make the client appreciate the value of legal service, the lawyer needs to provide the client not only with the so-called best legal solution for the present project, but also with a solution that meets that client's particular considerations. However, in most situations, the lawyer's opinion will also substantially change the client's original perception of the problem—to many lawyers, this is precisely the key to show the value of their legal service and win the trust of the client. An associate in Firm C described how his partner changes the client's strategy:
During initial contacts, Lawyer W will often propose a solution that is different from the client's expected solution, because for many types of projects we already have pretty mature solutions. Sometimes the client's expectation is to go from step A to B to C and to D, but Lawyer W will tell him it is impossible to go from A to B or from B to C, but he could go from A to E to F to C. The key is to understand the goal of the client and design the solution accordingly (IN04202).
Similar processes exist in producing legal documents for the clients, or the so-called treatment or prescription in the literature (Reference FreidsonFreidson 1970; Reference AbbottAbbott 1988). Interestingly, writing memos and legal opinions for both foreign and domestic clients was described by some interviewees as “feeding babies” (IN04203, IN04207), because each of the client types has some unique defects in digesting the lawyer's solution. To explain Chinese law to foreign clients is a formidable task for most corporate lawyers, because the huge cultural divergence between China and Western countries makes many issues, including both legal and nonlegal issues, hardly explainable. An associate in Firm F gave a good and simple example for the difficulty in working for foreign clients:
Such work is much more difficult than the work for domestic clients, because they don't understand what law in China looks like. Let's use real estate as an example. Many of our houses only have the use right for the house but not the land-use right, that is, having the house certificate but not the land-use certificate. In China everybody understands this, but foreign folks absolutely would not understand. He would ask you, “So what is the consequence for not having the land-use certificate? Does that mean you own the land or not?” The Chinese legal system is not perfect—this is something they don't understand (IN04210).
This example clearly shows the huge cultural and social gaps for an external actor to understand local law. To be sure, not every foreign corporation is unfamiliar with Chinese law, but several interviewees specializing in foreign investment or other foreign-related work all indicated that when they write legal documents for foreign clients, it is necessary for them to introduce the broad background of the Chinese legal system before going into details of the present project (e.g., IN04203, IN04206, IN04217). Such background information would rarely appear in memos and legal opinions for domestic clients in China. As an associate in Firm A commented, “It is just like feeding babies” (IN04203). The irony, however, is that the “babies” being fed here are often highly professionalized in-house counsel—their legal knowledge and professional skills do not necessarily allow them to understand how the law works in a different social context.
Therefore, a major task of the lawyer in providing services to foreign clients is to bridge these knowledge gaps in order to secure smooth transactions between foreign investors and local enterprises/government. Accordingly, various adaptive techniques have been developed in these corporate law firms. Here I use a case collected during my participant-observation in Firm C in 2004 to demonstrate the lawyer's adaptation when dealing with foreign clients.
A junior associate in the partner team that I worked in was writing a letter to a German client regarding a share transfer agreement for a foreign investment project. The objective of the letter was to explain the revisions on some articles of the agreement in response to the questions that the client raised after reading the previous version she (the junior associate) drafted. One of the client's questions was why only the price of the share transfer was listed in the agreement without any articles on the specific arrangement of the transfer. In the first draft of the letter, the associate made the following explanation:
Meanwhile, regarding the consideration of the share transfer that you mentioned in the Agreement, because the Share Transfer Agreement needs the examination and approval of the related government agencies, we suggest that we only list the transfer price of the shares to be transferred (author's field notes, 09/14/2004).
As the previous work of this associate was mainly for domestic clients, she was not quite familiar with the writing style for foreign clients. So she asked another lawyer on the team who is familiar with foreign-related work to check the format of the letter before sending it to the client. After reviewing the letter, the lawyer came to her and suggested that she rewrite the above paragraph. The reason was that the client would not understand the connection between the need for approval from government agencies and the fact that only the price is listed in the agreement. The associate was surprised because she considered this inference to be obvious. She argued that she had already written in similar ways to many clients and no objection had ever been raised by any partner or client. At this point, the lawyer emphasized the fact that this letter was different from the previous legal documents she had written because the reader would be a foreigner. He said,
If you write this to a local client, he would immediately understand the reason behind what you wrote, that is, the government agencies that would examine and approve the agreement would be very likely to raise problems concerning the substantive aspects of the share transfer, so if those details are written into the agreement, it might cause trouble in the process. So the specific stuff should be left to a separate document that does not require government inspection. But foreigners would never think about all these, as they have very limited knowledge and experience on how to deal with the government. So you must elaborate on the underlying reasons behind this sentence to make them understand our intention. You must tell them which government agencies will be involved during the transaction, what they would do to this agreement, what is the danger for writing in the details. In a nutshell, you need to write the implicit stuff into the document to make the inference look logical to them. Also, you'd better emphasize the things that they are most concerned with, such as risk management (author's field notes, 09/14/2004).
Client type does make a difference here. An issue that seems straightforward to domestic clients could be completely incomprehensible to foreign clients. Consequently, the lawyer must use a distinct way of reasoning when writing for a foreign audience. The associate finally accepted the advice of her colleague and rewrote the paragraph in the following way:
Meanwhile, regarding the arrangements of the share transfer that you mentioned in the Agreement, we have the following explanation. Because this share transfer would need the examination, approval, and control of the related government agencies (foreign exchange, industry & commerce, tax, etc.), if we list the specific arrangements of the share transfer in the Share Transfer Agreement, it would increase our risk in the above examination process. Therefore, we suggest that we only list the transfer price of the shares to be transferred and do not make any specific statement concerning the arrangements of the share transfer (author's field notes, 09/14/2004).
Note that the writing style in the letter changed from an implicit and concise manner to a logical and rational way. During a later informal discussion, the associate told me that such a “rational” way of reasoning is not only unnecessary for domestic clients, but also inappropriate on many occasions. This is because Chinese enterprises are very sensitive about issues related to the government, particularly the techniques for avoiding government inspection, so blunt inference on the benefit and risk of such techniques would be unacceptable to them. Instead, they prefer to keep things flexible on the page and leave space for later manipulations.
Apparently, such flexible ways of reasoning are not in accordance with the Western legal tradition, so many Chinese lawyers trained abroad often condemn domestic clients as “overlooking legal reasoning” (e.g., IN04207, IN04218). Meanwhile, “emphasizing conclusion” is an almost uniform comment in describing SOEs and private enterprises.Footnote 20 A lawyer in Firm C who mainly deals with SOEs, for example, indicated that if he uses such a term as void in the conclusion of a legal opinion, people from SOEs would have strong reactions and request him to revise it (IN04201). Private enterprises are usually less demanding than SOEs, but they are also very sensitive about any reservation the lawyer makes in the conclusion (IN04211). When working with these clients, therefore, lawyers often have to “cook” conclusions palatable to the client first and then try to make the legal reasoning behind those conclusions look logical and explicit (IN04201, IN04212, IN04214, IN04215, etc.). The interviewees frequently used metaphors such as storytelling or plotting when they described the legal reasoning for domestic clients (IN04206, IN04210, IN04212).
In this sense, SOEs and private enterprises constitute another kind of “babies” to Chinese corporate lawyers—due to their “liability of newness” (Reference Stinchcombe and MarchStinchcombe 1965) in the market economy, these clients often pay too much attention to the substantive goals and hold a rather instrumental attitude toward lawyers' professional service. A senior partner in Firm B specializing in banking and finance analyzed the reasons why many domestic clients do not appreciate the value of lawyers' work:
All SOEs in China realized the value of legal work through negative experiences, just like 3-year-old kids. … Even some 3-year-old kids are able to get one insight from every mistake [chi yi qian, zhang yi zhi], but many SOEs are even worse than the kids—they would go on to do the same thing even after getting the negative lessons. This is because originally the operation of the whole country did not rely on the law, so to them, they could not distinguish whether the cost of death is higher than the cost of hiring lawyers. At the beginning, contracts of the banks were incredibly simple, only two pages, and the government would resolve everything once problems occur. Afterwards the government did not interfere anymore, but the court did, so they had to go to the court. Even then they were not honest and wanted to settle with the court. However, the court was not that easily to be settled [sic] and they could not make it, only at this time they would think about getting a lawyer. The private enterprises are not much better, because the surviving condition for private enterprises in China was too harsh, almost being attacked back and forth [fu bei shou di]. Every private enterprise that has survived until today did not rely on the law, but all have their different means. Because if private enterprises are not in accordance with the regulations, they would take all the negative consequences, the government would not interfere (IN04207).
Accordingly, when providing legal documents for domestic clients, the lawyer's emphasis is often not on legal reasoning or even legal issues per se. Instead, knowing to what extent the client would follow the solution provided in the legal documents is crucial for the lawyer's work. One crucial difference between SOEs and private enterprises is their different positions in relation to the state, which lead to their distinct ways of dealing with the government agencies. When writing memos and legal opinions, the lawyer must pay attention to this difference. An associate in Firm D specializing in securities explained this issue:
In terms of the content of our documents, basically we would make a judgment in advance about the rank of the enterprise: if large SOEs are able to get some government approvals, we would propose some better solutions; whereas for private enterprises we would not provide those solutions, because they would never get the approvals. It is pretty easy for large SOEs to get approvals from the SASAC [State-Owned Assets Supervision and Administration Commission] or the MOC [Ministry of Commerce]. Although private enterprises would never get those approvals, they can easily get stuff from the local government. … Leaders of the large SOEs often have equal administrative ranks with officials in the SASAC and the MOC, so it is very easy for them to communicate. And in many cases it is even better for them to consult the government agencies directly than we consult [sic] for them. This is because if we consult, the opinions of the agencies could be generalized to all similar problems, whereas the opinions from their consulting would only be applied to themselves, so some compromises could be made. … Private enterprises generally handle everything by themselves, but they hope that we provide definite documents so that they don't need to bother the government agencies to write documents for them, but only to get their seals (IN04215).
Furthermore, the content of legal documents also varies according to the familiarity between lawyers and clients to manage risk and uncertainty (Reference FloodFlood 1991). Lawyers tend to have fewer reservations when providing opinions to familiar clients. An associate in Firm C described how they deal with familiar and unfamiliar clients differently:
The more the client is familiar, the less reservation in the opinion. It is necessary to make a balance between profit and risk. In complex projects or projects with large amounts of money involved, we generally would have some reservation to new clients and assume that they would investigate into the lawyer's responsibilities. However, when you've got [sic] familiar with the client, there would be much less reservation. For example, we could make five suggestions in one legal letter, among them A, B, and C are 100% correct, D is 95% correct, and E is 80% correct. To new clients we would only make A, B, and C in the opinion, unless when the amount of money involved is pretty large we might add D, but absolutely not E. But to familiar old client we would make all A, B, C, D, and E. Of course, for D and E it would not be written unless necessary, probably only orally mentioning them (IN04202).
It is clearly seen here that the trust between the client and the law firm decreases the chances of the firm's being investigated by the client later and thus increases their chances for providing the client more risky legal opinions. Sometimes this rule even applies across different individuals representing the same client. For example, many of the interviewees referred to the complexity of the SOEs' internal structure and politics, in which corporate lawyers' work is inevitably embedded. In general, partners who can get the project from the SOE always have many social connections in that enterprise, so they say more to individuals from the familiar departments and less to individuals from the unfamiliar ones (IN04202). In other words, the internal politics of the client can also have significant influence on the lawyer's work.
One might easily argue that such phenomena reflect the immaturity of the Chinese legal profession, because the work seems to be so penetrated by the client's demands that it sometimes does not even look “legal” anymore. However, considering that most of these elite corporate lawyers have very solid legal training both domestically and internationally, the simple explanation of immaturity is far from convincing. Instead, I would rather conceive of all the differences discussed above as an extreme version of the social construction of legal work: when the clients are of distinct cultural, social, and political backgrounds, the ways that lawyers approach a given problem, conduct legal reasoning, and then produce legal documents are all constructed through lawyer-client interactions to satisfy the different needs of the clients.
Professionalism Divided: The Autonomy of Partners and Associates
The discussions above have demonstrated the various ways that client influence shapes corporate lawyers' professional work through workplace interactions. Yet the corporate law firm is not merely a composite of individual law practitioners subjected to client influence, but a large corporate entity with a complex division of labor within it. Partners and associates assume different positions in the work team, which may affect their strategies and skills in dealing with the clients. In this section, I examine to what extent this intrafirm division of labor affects corporate lawyers' professional autonomy in relation to client influence.
I begin with some numbers. In response to the question, “Do you feel that you need to use different strategies to deal with different types of clients?” nine of the 10 associates answered yes, whereas five of the seven partners answered no.Footnote 21 This finding is particularly intriguing considering that partners are usually considered as “finders” and “minders” in the corporate law firm, so their work is often more embedded in lawyer-client interactions than the work of associates, who are often called “grinders” (Reference NelsonNelson 1981).
To explain the result, we first need to take a close look at the nature of partners' work and its position in corporate law practice. A major task of partners in corporate law firms is to bring in the business, to exclude the nonlegal elements in the problem the client presents (Reference AbbottAbbott 1981:824), and to break down the problem into a set of professional issues for the associates to handle (Reference LazegaLazega 2001:187–93). In contrast to the simplified and sometimes even painstaking routine legal work of associates, the work of partners, particularly senior partners, is rather a complex amalgamation of legal knowledge, professional skills, and intellectual creativity. This complex legal work “typically requires intellectually challenging, original research-oriented work that covers multiple areas or multiple parties” (Reference Uzzi and LancasterUzzi & Lancaster 2004:322), and it generates a large amount of income for the law firm by differentiating its productsFootnote 22 (Reference SandefurSandefur 2001). In the meantime, complex legal work is often conducted with high-status personnel from the client. A senior partner in Firm C explained how the nature of corporate legal work is divided into two types between partners and associates:
I did a little statistical analysis. We use 70% of the work to make 30% of the money, and then the remaining 30% of the work to make 70% of the money. Why? This is because this 30% work is directly in touch with the bosses of the clients, no matter whether SOEs, foreign corporations, or private enterprises. As long as it is directly in touch with the boss, the money we get is way much higher than what we get for work with lower-level people from the company. But working with these people is also necessary, so I would let my associates do 70% of the work, while I myself focus on the other 30%. Some people would complain that the partners make money without doing any work, but what I'm doing is actually the most important and most profitable work. And even if I let them do such work, they are not capable (IN04216).
Besides showing the distinct nature of the two types of corporate legal work, this quote also raises a crucial question: what makes the work of partners so esoteric, indispensable, and profitable to corporate law practice? Reference FloodFlood (1991:48) finds that much of partners' professional expertise is realized through their discussions with both the client and other lawyers in the firm, which accounts for a substantial portion of the chargeable work hours in the corporate legal project. What I find in the Chinese case is similar yet more puzzling—although the strategies partners use in their discussions are often adaptive to the specific conditions and demands of the client, to many partners this is by no means a limitation on their autonomy. An indifferent attitude to client influence was evident in the interviews with nearly every senior partner (IN04209, IN04216, IN04217, IN04218, IN04220, IN04222). To these partners, it is precisely the fact that they can determine the intention of the client and design solutions accordingly that distinguishes them from other lawyers in the firm. For example, a prominent founding partner in Firm A gave the following response when asked whether his work is influenced by different client types:
I think the role of the lawyer when facing different clients is all the same, and the difference is merely the manner in doing the work. Every client has its formula, that is, the fixed ways of behavior. For example, foreign clients are familiar with international conventions and the law of their country, so what they care about is what should be done in China, and why many things do not work. Doing business for SOEs requires first of all thinking from their perspective, because originally SOEs get everything by allocation, that is, putting the money from the left pocket [of the government] into the right pocket, no legal concept at all. So we must tell them, if you want to do this, you must do it according to the law. [You] should be patient with them and understand the difficulties of SOEs. Because every SOE is a small society full of all kinds of problems, you must give solutions that are able to solve their problems. … Private entrepreneurs often got rich in a short time, generally have little education, and many using [sic] familial management. A different work manner should be used for them. Some private enterprises do not make a clear distinction between the individual and the company, things like using the money from the company to buy a house, buy a car are all very common. … They cannot distinguish these legal relations at all, so you must correct them on these faulty conceptions. Actually, no matter what types of clients, as long as you think about the issues from their point of view, they are all the same (IN04217).
This response is fascinating in that, while describing the huge diversities of the problems that different clients present to the lawyer, the partner nevertheless insists that there is no big difference in the lawyer's work. In other words, it is not that there is no difference in working for different clients, but that, as a senior partner, he cares little about such differences. The reason he gives sounds simple yet very meaningful, i.e., once a lawyer knows the fixed “formula” of the clients and is able to think from their perspective, the variations in client types become trivial to the lawyer's professional work.
Does this twisted answer imply that, despite the powerful client influence in almost every aspect of corporate lawyers' work, in professional work is relatively independent from client influence? Although this partner does not give a clear answer, we can still find some clues from other interviews and the ethnographic data. For instance, the senior partner in Firm C quoted above gave the following answer when being asked the same question:
I never thought about the difference between foreign clients and domestic clients, or between SOEs and private enterprises. Let me tell you this, how we deal with our clients is actually the same as how doctors treat their patients. The first question to ask is always “What's your problem?” Sometimes even the client himself doesn't know what his problem is, and at this point I will tell him where the problem is, here, not there. First of all you need to diagnose, to find out where the disease is, and only after that you can prescribe (IN04216).
Note that the way this partner describes his work is strikingly similar to the cultural machinery of professional work as proposed in the theory section. In fact, although not all partners use such metaphors in describing their professional work, this cultural machinery of professional work is easily observed in the ways they frame a given problem, elaborate on the legal issues involved, and then provide the solution to the client (e.g., author's field notes, 03/01/2002, 03/08/2002, and 03/28/2002). To them, the ultimate objective of legal service is always unitary, as a founding partner in Firm C put it:
I think there is no essential difference in doing work for different clients, because the clients' ultimate needs for legal service are all the same, that is, they all need the most professional lawyer who can fit their business model best and provide the best solution at the most suitable time (IN04222).
The words of these partners nicely illustrate the contingent nature of professional work—although clients are able to put in elements that fit their needs and demands at every step of corporate legal work, the formal machinery by which lawyers analyze a legal problem is not subject to the social construction of professional work during lawyer-client interactions. And, more important, lawyers still hold their professional autonomy as long as the work is conducted in its formal cultural scheme.
Arguably, not every partner has the same work style. There is a division of labor between finders and minders in any large corporate law firm. While the primary task of finders is to bring in the business, minders are usually specialists in the concerned practice area, and their work focuses more on professional issues. A field note I made during my participant-observation in Firm C in 2002 clearly demonstrates the difference between the finder (Lawyer W) and the minder (Lawyer F) in dealing with the client:
Yesterday afternoon, I assisted Lawyer W and Lawyer F in the meeting with the boss (female) of ABC Securities.Footnote 23 Lawyer F is a female lawyer specializing in corporation law. … When the client arrived, Lawyer F was not present yet, so Lawyer W and I welcomed her. She asked her questions to Lawyer W and Lawyer W briefly answered, but he emphasized that the authoritative answers should be given by Lawyer F, because she is the specialist in this area. What impressed me most is Lawyer W's attitude. Although he does not specialize in corporation law, he seemed very confident, talkative, and skillful in adjusting the mood of the client. It feels like there would never be silence when meeting with such a lawyer. Moreover, his words are very artful, and he could dexterously switch the topic when I made some inappropriate comments. … Lawyer F has a totally different style. After she heard the boss's statement of the issues, she started to read the documents quietly. There were frequent silences during the meeting, and sometimes I even had to say a few words to mitigate the somewhat cold atmosphere. Only after she had fully grasped the problems, Lawyer F finally expressed her opinion. But compared with Lawyer W, her opinions are obviously more professional and more specific (author's field notes, 03/01/2002).
The distinct styles of Lawyer W and Lawyer F in dealing with the client vividly illustrate the different skills for finders and minders in the corporate law firm. A central task for finders is to “warm up” the client (Reference Galanter, Dingwall and LewisGalanter 1983:159) using both their professional and nonprofessional skills, and it is minders who conduct the central professional tasks. Though both are partners, finders and minders emphasize different aspects of the cultural machinery of professional work.Footnote 24
By contrast, the “routine legal work” (Reference Uzzi and LancasterUzzi & Lancaster 2004:322) of the grinders (i.e., associates) contains many fewer diagnostic and prescriptive elements, because the work of partners has already substantially excluded the nonprofessional parts of the problem the client has presented. Accordingly, their work is more research-oriented and often focuses on the direct application of legal codes. However, when facing various demands of the client, associates do not have the capacity of partners to define the issues and transform these demands into legal problems, or vice versa. Consequently, the client can often achieve the dominant position in direct interactions with associates, especially junior associates. For example, a third-year associate in Firm C reported that, when his partner, a famous PRC lawyer specializing in corporate litigation, disagreed with the client's opinion, the client would often call him directly and ask him to make slight changes to the legal documents, and he sometimes felt obliged to do so (IN04208).Footnote 25 Not surprisingly, the only associate I interviewed who gave a “no” answer to the above question is a seventh-year associate who was about to become partner. When I expressed some curiosity at his response, he said:
I say there is no difference because I'm already experienced enough to handle problems independently. Once I get a case, I can see the big picture of it. This is very different from those associates in “Grade Two” or “Grade Three.” They just do the work without seeing the big picture (IN04203).
What this lawyer refers to as “seeing the big picture” is precisely the ability to independently analyze a legal problem and provide the solution. In this sense, his work has become a hybrid form between complex and routine legal work. Senior associates get more opportunities to “see the big picture” than their junior colleagues, which makes their work less vulnerable to client influence. In other words, only after the associates have made progress in the crucial professional skills of diagnosis, inference, and treatment can they maintain their autonomy even when the client is powerful and demanding. This partially explains why Western corporate law firms usually do not let inexperienced junior associates directly deal with clients, which resembles the “buffering” mechanism that Reference ThompsonThompson (1967) proposed in explaining organizational behavior in relation to external influence. But in the Chinese context, where the work in the law firm is not fully integrated and such a buffering mechanism for junior associates is often deficient, even associates in “Grade Two” or “Grade Three” have to deal directly with clients for many small legal issues.Footnote 26 And, accordingly, their professional autonomy is particularly weak and heavily constructed by client influence.
Conclusion
Corporate law practice is no mystery. I have shown in the previous pages that the work of corporate lawyers can be substantially shaped by client influence in a heterogeneous external environment. In the Chinese case, foreign corporations, SOEs, and private enterprises constitute the extremely diversified client types for the elite corporate law firms. Accordingly, lawyers' work becomes flexible and adaptive to accommodate the different demands of the clients. Furthermore, client influence on lawyers' work is mediated by the division of labor within the corporate law firm. Whereas partners usually have solid control over diagnosis, inference, and treatment (Reference AbbottAbbott 1988) in a legal project, the work of associates is largely stripped of this cultural machinery of professional work. As a result, the work of associates is more vulnerable to client influence than is the work of partners—client influence on professional work appears to decrease with a lawyer's seniority.
In addition to findings on these general features of the lawyer-client relationship in corporate law practice, there are also a number of theoretical implications that originate from the unique work setting of corporate lawyers in China. In this particular case, culture and ownership stand out as two key determinants for the patterns of workplace interaction among all the differences in client types. The distinct techniques Chinese lawyers use to satisfy foreign clients are largely attributable to cultural differences, while ownership type plays the crucial role in the different work strategies used for state-owned and private enterprises. In addition, influence from the state is almost omnipresent in Chinese corporate lawyers' workplaces—besides direct inspection and restriction through regulatory policies, the state also indirectly mediates the work of corporate lawyers by differentiating the clients' power, resources, and behavior in using corporate legal service. In this sense, Chinese lawyers' adaptation to client types partially reflects their reactions to the influence of state power in professional life. Hence, although this article focuses on lawyer-client interactions and treats the state as an external source of influence, it still clearly shows the complexity of state behavior in lawyers' workplaces.
Therefore, the pattern of lawyer-client relationship in Chinese corporate law firms seems to become a mixture of client patronage and state mediation (Reference JohnsonJohnson 1972). In this context, professional autonomy, or the control over work (Reference FreidsonFreidson 1970), is realized in a formal rather than substantive way: while client influence is strongest when dealing with inexperienced associates with neither the ability nor the opportunity to “see the big picture,” the autonomy of partners is secured by controlling the formal process of problem-solving. What is distinctive for this intrafirm division of labor is that associates are less well protected than in other places, which may reflect the structural immaturity of these Chinese corporate law firms. While all these firms are trying to follow a bureaucratic structure as prevalent elsewhere, rapid expansion of their firm size significantly hinders the development of collegiality among partners (Reference Galanter and PalayGalanter & Palay 1991) and makes the firm's increasingly large number of projects poorly integrated. As a result, case referral and cooperation among partners, as a major buffering mechanism between clients and associates, are largely deficient in these large law firms. In other words, poor division of labor among partners contributes to the overexposure of associates to client influence.
Yet this structural immaturity cannot be taken as a driving force behind the diversities in Chinese corporate lawyers' workplace behavior. Facing an extremely heterogeneous social, cultural, and political environment, these elite lawyers have developed a variety of adaptive measures to serve the demands of different clients and to maintain the balance between client influence and professional autonomy. All these localized professional skills constitute a distinctive type of expertise that cannot be easily acquired by lawyers from elsewhere. The uniqueness of this expertise is symbolized in the metaphor of “feeding babies”—even the most experienced and sophisticated foreign companies are sometimes reduced to babies who need to be spoon-fed with culturally contingent legal analyses; likewise, the newness of China's rule of law and market economy reduces SOE managers and private entrepreneurs to neophytes who must be taught how to behave well. In this sense, despite the various kinds of client influence in the lawyer's workplace, the newness of China's corporate law market also empowers these elite lawyers in their capacity to change clients' strategy and decisionmaking. As the market continues to grow, it will be very interesting to observe to what extent this “localized expertise,” compared to changes in firm structure and government regulation, will influence the outcome of the competition between local and transnational law firms.
My final note returns to the theoretical distinction between professional work and its social structure. Many efforts have been made to reconcile these two central aspects of professional life, either by showing the social differentiations of legal work (Reference Heinz and LaumannHeinz & Laumann 1982; Reference Hagan and KayHagan & Kay 1995), by deriving the division of expert labor from the ways professionals control their work (Reference FreidsonFreidson 1970, Reference Freidson1986; Reference AbbottAbbott 1988), or by conceiving professionalism as constructed and deployed in multiple arenas (Reference Nelson, Trubek and NelsonNelson & Trubek 1992). However, the structure/work distinction still persists in both theory and methodology. In the present article I choose to focus on corporate lawyers' professional work, with the assumption that the social structure of the corporate law market has been well studied in previous sociolegal research. This assumption, of course, is inevitably to be challenged by future work. Research on corporate lawyers and on professions in general will continue to grow along the two dimensions, hopefully not as unbalanced as before.
