“My favorite Jonathan Burdick memory is from the mid-nineties, when he explained to a group of puzzled internal attorneys at Anheuser-Busch
what the Internet was, and how it worked.”
Tom Larson, Sr. Assoc. Gen. Counsel, Anheuser-Busch, Inc.
(“Executive Summary”) During 1994-96 I worked as Technology Contracts Negotiator at Anheuser-Busch Companies, Inc. (since then acquired by InBev). I was retained as a contractor, not as a regular employee. Most of my work involved negotiating enterprise I.T. software licensing, and supervising three other negotiators. My group was selected to present a process improvement project to Management Systems Group. I had been co-developing a database (MS Access) to track negotiating effectiveness, so for one of our first process improvement tasks I worked with two of A-B’s first webmasters who used CGI/PERL scripting to tie the TAQ Contracts Database to a testbed internal web server.
(“What it says on my resume”) Jointly responsible as consulting contractor for all enterprise-wide information technology contracts and negotiations in a Fortune 50 Co., $100M+ annual procurement budget for PCs, networks, client-server and midrange/mainframe systems (hardware, network and operating systems, applications, maintenance, support, code escrow, settlements), telecommunications agreements, custom software development, and management consulting. Managed demands of technology end users, project managers, corporate officers, corporate counsel, and supplier representatives. Supplier analysis. Personal and team negotiating with corporate strategic IT suppliers including Andersen Consulting, AT&T, IBM, Microsoft, Motorola, Netscape, Oracle, Price-Waterhouse Coopers, and SAP. Promoted from Technology Contracts Negotiator, 1995. Designed and compiled TAQ Contracts Negotiation Policies and Procedures Manual (40 pp). Designed a TAQ Contracts Database (MS Access), providing a snapshot view of pending negotiations, repository of negotiated contract details, and reports to senior management. Designed initial TAQ Department internal web page for use in testbed export of Contracts Database to internal web server (Netscape) for presentation to management. Assisted with draft standard Internet Service Provider Contract for use with domestic and international ISPs covering intellectual property rights, access, hosting, content creation, database connectivity and web application development for Anheuser-Busch Companies, Inc. external web sites (www.budweiser.com). Reviewed and negotiated trademark issues for intranet. Supervised 3 other J.D.s.
below: screenshot of TAQ Departmental Greeting page (test server)
What I wrote about A-B in my memoirs (misc. language yet packed, from Chapter F):
Fortunately I was able to keep track of a number of my accomplishments. Gerry’s jag-yoo-ar vs. my 4WD, his childish crack on the winter day when I was late, the giant chunk o’ ice twirling end-over-end…
Netscape security problem; circa Fall '95 involved discovery of an interesting security flaw in one variant of the then-current Netscape Commerce Server product line while I was at Anheuser-Busch; the way this problem manifested itself was interesting. The person (Mike Mora) who ended up getting the Internet Team Leader position (the job for which I mentioned I’d been vying at A-B) actually discovered it, and he came to me to discuss the ramifications. As our managers were out of town, Mike and I contacted Netscape, and, after ruling out our CGI script as a source of the problem, replicating the situation, and confirming the problem, Netscape’s Director of Security went into a technical huddle with his folks and they said they’d get back to us. I felt I had to consider that the so-called “Internet ethic” might be properly interpreted to dictate that I should “sound the alarm” and alert others of the problem, such as was commonly being seen in news stories at the time e.g. Wall St. Journal accounts of Netscape / Java security bugs, but, in telephone conversations that night, Netscape attorneys requested a reasonable amount of time to correct the bug and I agreed. When our A-B management returned the next day, they said I had made the right call, and, in a matter of days, Netscape had fixed the problem. That version of the web server was patched and the entire line was replaced with their FastTrack Server (mention of which, even though it was still in beta, had been their first line of defense before confirming the problem).
The Symantec Scottsdale trip, explain events/analysis
Negotiations were starting to fizzle on my demand for Sr. Technical Consultant status in the face of Foerster’s passing me over for Contracts Manager, and unsuccessful bid for lateral move to new position of “Internet Team Leader.”
[plaintext language, from Chapter F (utilizing pseudonyms)]
[A] few months later I sauntered on down to a downtown interview one fine April morning with a man by the name of Mike Medwards, the Director of Technology Acquisition at a place called The Giant Beer Company.
As Director of Technology Acquisition, TAQ for short, it was Medwards’ job to see to it that the nine-figure annual budget for information technology at the beer company was incredibly thriftily spent. TAQ was a big department, itself part of the larger MIS function called the Management Systems Group, or MSG for short. Medwards almost offered me a job on the spot when he saw my résumé, originally he was looking for a “paralegal with some PC skills to assist with contract negotiations” and I told him I was actually an Intellectual Property Lawyer, currently not practicing, had been recently making my living programming some databases in Princeton and was something of a Genuine Windows Guru.
Medwards said that if he decided to hire me I could work on a contract basis for ninety days, at which time the new Contracts Manager, a Mr. Foerster, would be coming on board from elsewhere in the company; basically my job would be to hold down the fort until Mr. Foerster arrived, and after that, it would be up to this guy Foerster as to whether or not I could stay.
A few days later the offer was formalized, and I eagerly accepted the position – after four months of slogging away for peanuts deep within the bowels of the documents warehouse at McDonnell Douglas, I could scarcely believe my good luck. It would be a fine change, this, negotiating information technology contracts for The Giant Beer Company, even if I strongly preferred strong microbrews and probably wouldn’t be staying long.
A two year ride, this roller coaster.
The Giant Beer Company had a culture all its own, and from the look of things when I got there this culture had been fermenting for quite awhile. The CEO and Chairman of the Board was a Napoleonic figure who liked to go hunting and flew his own helicopter to work almost every day, landing atop the headquarters building and flying around the world to hunt big game every now and then. To make matters worse, there was a definite class structure within MSG, deep social stratification where the “contractors” like me outnumbered the employees three-to-one; many contractors craved conversion to employee status, while other contractors seemed to genuinely relish the role of remaining a specialized hired gun. To many of the employees, we were merely “temp workers” – while to some of us contractors, the employees at Corporate HQ were pencil-pushing schmucks who drank the wrong kind of beer as they goose-stepped around for The Fuehrer.
In my first few days on the job, one of the first assignments Mr. Medwards gave me was to place a call to The Best Law Firm in Town, an old, established firm which was the firm of choice for Technology Acquisition when it came to reviewing all the contracts we negotiated. The same firm, in fact, where I’d recently been turned down for a job in their Patent Department. Medwards was rankled, it seemed, because one of their lawyers, a guy named Miller, had a bad habit of turning in something akin to a hornbook analysis when all we really wanted was a concise reporting of the downsides. I placed the call and told him to cut it down a little, and since I was calling on behalf of The Giant Beer Company, he gulped, said “Sure,” and was eventually reassigned to other duties.
Also in the first week, I was placed in charge of a half-million dollar deal – I liked this job. Information Technology negotiations were a blast, the culmination of everything I had ever learned at Stanton about intellectual property law plus whatever I possessed in the way of old Dean Vile’s remarks in Contracts class about “street smarts” plus everything I had ever learned about computers and networks from Adam, Albert, and the Jameses; and yet the whole negotiation process – beautiful, artful black box though it was – had to be pigeonhole-able into the jargony world of The Giant Beer Company’s constant stream of crap about “business process improvement” and “serving the internal customer.”
“But they’re more like clients, not customers” I’d say to Mr. Medwards, whereupon he would correct me:
“This is a business, not a law firm. They’re customers. Internal customers. Not clients.”
So I went along to get along, still thinking that I was right.
I thought I was doing pretty well in those first few months, but I received little if any of what might be called positive feedback – it seemed the case that I was doing just fine, as long as the “internal customers” (mostly project managers) for whom I was negotiating technology purchases never complained about the negotiated terms nor the time that it took to achieve them. When I asked Mr. Medwards about performance reviews at The Beer Company, all he’d really divulge on the subject was:
“We don’t do formal performance reviews for contractors here. But remember: One ‘Aw, Shit’ wipes out nine ‘Attaboys’ – screw up once and they forget the nine times you saved the bacon.”
Well, I never did screw up in those first few months, but I did get a scare or two from Medwards’ own boss, Roy Paine, the Vice President and Chief Information Officer, our Big Boss, the CIO, who was only a heartbeat from Napoleon. The problem with Paine was that he was on his way out, and in his waning days they had plunked him into the office right next to my own cubicle after they — surprise! — accepted his retirement buyout offer. Scuttlebutt had it that his buyout would cost the company a lot of money since he’d been there so long, but they seized the chance to get rid of him – and he still wasn’t believing he was actually out the door; instead he was reeling, and scaring some folks. In many ways Paine was rather amazing, having worked his way up from the mailroom to a corporate vice presidency, and I gathered he’d been pretty damn sharp in the old mainframe days, but now, somehow unable to thrust the Beer Company into the forefront of the client/server revolution he was banished to lame duck status, far, far away from the vaunted Ninth Floor which was a galaxy unto itself. Instead, in a makeshift office across the aisle from me on the fourth floor of the building, Mr. Paine would pick out some poor mid-level manager and chew him out on the speaker phone after grabbing my folder and taking over the customer contact for himself.
At first, Paine would question me innocently about some negotiation I was working on, then he’d suddenly home in on my description of the problem at hand and bark:
“Yer not runnin’ yer own law firm here, Nathan!” whereupon he grabs the file from my desk, marches me into his office, and proceeds to morph into war-room mode and rough up a mid-level manager “on speaker.”
I could never seem to get Mr. Payne to remember that my name was Jonathan, not Nathan, and that although I had a law degree I had no trouble remaining a “pure negotiator” and knew quite well where the line was. “We work in concert with the attorneys on the sixth floor, I assured him, and every contract I negotiate is first reviewed by outside counsel.” Still, once in awhile he would slip in a
“Yer not runnin’ your own law firm here, Nathan!” and then he’d be at it again, tearing into some poor son of a bitch while ears pricked up in the cubicles buttressing my own.
For the next few weeks I negotiated my contracts, tried to toe the line, and waited for this Mr. Foerster guy to show up and decide if I still had a job.
“Flashy” I suppose best described Mr. Foerster in his manisplendored double-breasted suits, or perhaps somewhere in between “dapper” and flashy; he was coming into the Technology Acquisition Department by way of the Purchasing Department, where he had toiled for nine long years before getting the call to become a manager in TAQ. The Purchasing Department was responsible for buying all sorts of non-technical things for the breweries, like hops and barley and so forth, whereas TAQ did all the purchasing and licensing of information technology – computers, software, telecommunications services, management consulting, and so forth. Foerster’s specialty in the Purchasing Department had been natural gas, which the breweries burned in very large quantities, and when it came to information technology Foerster was something of a newbie. So after he’d gotten to know me in his first few days, and see me in action, he made up his mind that I was an asset, rather than a threat, and announced that I could stay on indefinitely as his Contracts Negotiator, as long as things were running smoothly. He would handle the big deals, and I would run interference for him by handling dozens of small ones.
Foerster usually attempted a “software fungibility” approach to his IT negotiations, as opposed to my more “hand-crafted artwerk” approach, on the theory that commercial, off-the-shelf software was fast becoming a commodity. He really didn’t seem to care about many of the details about what he was negotiating for, he’d just pretend they were beans or maybe the x-zillion cubic feet of natural gas like he used to buy for the breweries, and he did quite well with his double-breasted suits and overall management style.
For the rest of the entire first year, things went pretty well, despite a difficult departmental reorganization being orchestrated by Mason, the new Vice President & CIO who had taken the job from Ray Payne. In the midst of this “re-org” was quite a bit of talk being bandied about as to the conversion of contractor-employees to regular employees. In my own sphere, Foerster would have lunch or dinner with me once in awhile and during these meetings he would hint that it might be possible for me to someday make the giant leap from contractor to employee at The Giant Beer Company – if I played my cards right. On the other hand, I didn’t think that was ever really going to happen, at that point – I never could see myself a company man, especially considering the fact that I couldn’t stand their beer; every time I wanted a beer, I’d reach into my fridge and what would come out was invariably a microbrew or European import – the products of The Giant Beer Company just weren’t within my grasp, it seemed, and because of our different negotiating styles, I never saw myself becoming Foerster’s protégé.
At the end of the year, Mr. Mason agreed to allow TAQ to hire three more negotiators and an administrative assistant to help with the increasing load. I designed and instituted a database to keep track of everyone’s deals, and was soon promoted to Team Leader. My salary was upped from twenty bucks an hour to twenty-five, and then thirty; and I did the same thing Foerster had: took the most important deals for myself, letting the new negotiators cut their teeth on the smaller ones. I was also spending a lot more time with my friends the geeks in R&D, mainly because I liked playing around with the beta software, plus half the time I knew I’d be negotiating a deal for the stuff next week; it helped me to know about the software was negotiating for, whenever possible. Like in the deal I negotiated with a small, little-known company called Netscape, before they went public, a deal in which I used my knowledge of their product, especially its weaknesses and the strength of the competition, to pressure them into dropping the price cut-rate.
If pressed today, I would have to admit that I have fondly saved my two written denials (one from Medwards, the other from Foerster) from 1994 and 1995, respectively, regarding my request to be among the first to have this newfangled thing called an “Internet Address” – a permanent IP address. We had the capability to start doling them out, and that was the plan, but it seemed like the chiefs of Technology Acquisition just weren’t quite ready to acquire them. Medwards’ denial came first, in the form of a sticky note that was plastered on top of my MSG Request for Computer Access form, and it was addressed to Foerster, not me:
Gerry, we do not current [sic] endorse Internet for use. There are several security issues. Fax is sufficient for vendor comm for now.
Otay, well, what the Hell, it’s only 1994, I reason.
A year later. Foerster has managed to get himself promoted from Manager to Senior Manager, forcing another mid-level manager to resign. He’s doing well in the re-org, and starts letting me know that there is a possibility I might be considered for the new open position below him, Manager of Contract Negotiations. He returns my second request for an IP address with another sticky note own reading as follows:
Jonathan, what is the business justification for this? Will you have access to the Internet with this ability?
“Well, yes,” I have to tell him, “as a matter of fact, I will” and once again my request is summarily denied. The Internet, and this thing called The Web, is just too new and full of potential for abuse for anyone except the guys in the R&D Department to fiddle around with and give some lofty presentations on.
Six months later, everyone in the department was happily on the Internet, exchanging e-mail about their babies and so forth, and we went to some company seminars where everyone got shown how to surf the Net. Foerster was now talking excitedly as if he had known all along what a wonderful boon it was going to be for his team to be able to gather negotiating information from the World Wide Web, “the Web,” and he of course would be leading the charge into The Future.
Each and every Friday morning we have our Contracts Review Meetings, and on Wednesday afternoons we hold our Process Improvement Meetings – a chance to glean Mr. Foerster’s superb acumen on matters of surviving the re-org and getting ahead in the political rough-and-tumble world of The Giant Beer Company, just like he has. We listen to a multitude of catchy stock phrases, personal favorites of his such as CYA (“Cover Your Ass”), and “Make Sure You Have All Your Ducks In A Row” (useful when it comes to things like “Getting Internal Sr. Management Buy-off”). “How to dodge the bullet.” And: “In God we trust; all others bring data.” It is in these meetings where we learn of the Beer Company’s TQM (Total Quality Management) initiatives, called “CTE” (“Commitment to Excellence”) which itself was born of a brewery hand’s comment at the original sales pitch from Napoleon to the workers, who had replied “Total Quality Management? What about Total Quality Labor?” – so the corporate politicos changed the quality campaign theme to Commitment to Excellence. In jest, I created a cartoon labeled “Commitment to Excremence (CTE)” and soon my CTE cartoon went whizzing through the corporate e-mail system. I think it was known that I was not referring to the excrement of the insect called the lac bug – which is deposited on trees and collected for making shellac, which is useful for polishing things.
“If it looks like a duck, walks like a duck, quacks like a duck, it’s a duck,” Foerster would pronounce with a Solomon-like glance our way. Or the tired old: “It’s not exactly rocket science.” Or: “Don’t kill the messenger,” another favorite from Foerster’s seemingly endless stock of jargon. “Sharpen your pencil” was yet another, which he was always trying to get the other side to do – meaning he wanted them to come back with a better offer.
At the very first Contracts Review meeting, Gerry tells us that the absolute worst, unforgivable thing in the business world is to be late for a meeting.
“I don’t care if you’re the CEO of this company,” he blathers, “ you should be on time for your meetings.”
Six weeks later, Foerster starts coming in late, way late, to the Contracts Review Meetings and six months later he stops coming to them altogether. “I really do need to be there,” he assures us, “but you guys are the crown jewel in my department and I don’t think I have to worry about you the way I have to with the Purchasing folks.”
You’d have to call Foerster more of a “fine wine guy” than a beer guzzler, and when they were traveling in Europe, his wife said at a picnic at his house, Gerry joined in with the rest of them and downed the stout British and Continental draughts. But anywhere in St. Louis, say, out to lunch somewhere, Gerry’s watchwords were: order the company product and place it on the table in such a manner as to let that label show.1
Once, I tried to get into the subject of performance review with Mr. Medwards, but he toed the company line and said the formal performance reviews were not given for contractors. But true to form, he offered me some of his usually excellent advice:
“Here’s the way I look at negotiating these technology contracts. If you walked up to me and said ‘How’re your negotiations going?’ and I said, ‘Well, I think I’m hitting my goals about 40% of the time’ – what would your immediate reaction be? You’d probably say to yourself, 40%, hell that’s not very good, that sounds like getting an ‘F’ in school.
“But if I was a baseball player, and you asked me what I was batting, and I said ‘.400’ you’d look at me like I was on my way to the Hall of Fame, because hitting a baseball in the major leagues is so difficult a thing to do well.
“That’s how I view some of these contract negotiations. We’re not always gonna get the best possible deal in every way shape or form on every single deal, even though that might be our goal. Negotiating these things is not an easy job, but if we can hit our goals a reasonable amount of the time, I’d say we’re doing pretty well.”
One of the things Mr. Foerster would drill into our heads at our weekly Contracts Review meetings was how much of The Beer Company’s Culture was embodied in the spiritual nucleus of the company, The Ninth Floor, and I recall one meeting in particular in which he began to fairly revel in describing the auspicious accommodations to be found there, the very plush furnishings that were found in the halls of The Ninth Floor. Mr. Foerster had been up there once or twice, it seemed, and had apparently been impressed with what he saw.
“The walls, the carpeting . . . the pictures on the walls, the furniture . . .” he fairly glowed in his reverence.
Then one fine Spring day in 1996, a typical day, it seemed, I was puttering around with the usual negotiations, the contracts database, and completing the Engagement Letter training with Rick and Sharon and Mike when PING, there goes the phone – it’s The Ninth Floor calling.
We’d like you to come up here and brief us on one of the contracts you’re working on, it was the voice of a woman who worked on The Ninth Floor itself.
The same old elevator, but this time I hit number 9, which I had done only once before just to see beyond the doors. Upon seeing the security guard desk, I prepared myself to tell them that I must have accidentally hit the wrong button, but the doors closed shut and I was brought back down to the lobby.
But this time I was really going up there.
I greeted the Security Guard and was directed to a room which lay behind a big set of doors, and when I swung them open I walked into the largest conference room I’d ever seen. Stay calm, I thought, just lay down your legal pad on the bright polished wood and put your pen on top of the pad, sit down, and take a look around. A few minutes later, an elegant woman arrives and another woman with whom she’d been arguing about a contract. The elegant woman had an office on The Ninth Floor, while the other woman was slogging it out in the InfoTech cubicles like I was.
I was told to give them my opinion on the deal, and both of them seemed to seize on different parts of my analysis to back up their position with senior management. After an hour, I’m told I can go, so I saunter back down the fourth floor.
I can tell something’s wrong.
People are looking at me kind of funny.
Foerster, it seemed, had freaked out.
Evidently he’d returned to his office while I was up on The Ninth Floor, and was told where I was – but not what I was doing. In something of a panic, he must have thought that I’d been called up there to give an opinion about him to senior management, that, or maybe he was afraid that I’d come in looking a little scruffy again and my unshorn ways would reflect badly on him.
He calls me into his office, shuts the door, whirls around to the other side of his desk and asks me what the HELL I was doing on The Ninth Floor and before I can answer,
“You are NEVER to go to The Ninth Floor WITHOUT TELLING ME!” he roars. “You KNOW THAT!”
“Gerry, they called me up there to advise them on a contract. You weren’t here, nobody knew where you were. I told your secretary that I was going up there. What was I supposed to do, say no?”
“Don’t GIVE ME THAT,” Foerster screams, the veins on his pencil neck bulging.
He pauses, then bulges further.
“You could have had her try to LOCATE ME!”
I can see that Mr. Foerster is beginning to really lose it, so I take a step back and softly mumble something about not needing this kind of abuse. I turn around and walk out the door and as I walk down the aisle of cubicles I can see that a bunch of my colleagues had been waiting to see what would happen. I proceed to the elevator and my first stop is on the sixth floor, the Legal Department, where I seek out the counsel of a rather nice man who I’d worked on several contracts with, a lawyer who used to work in a big law firm with my Aunt Pat in Cleveland before coming to The Giant Beer Company. I tell him of my woes with Mr. Foerster and the man calms me down, saying it was all probably just a small misunderstanding that will no doubt blow over in a day or two.
My next stop is on the Third Floor, the office of Mr. Mason himself, the Big Cheese, who has already heard of The Situation. “First of all,” Mason slithers, “I’d like to apologize to you on behalf of all of MSG.” He tells me that I’ve been doing some very good work with the Engagement Letters, and that right this minute Mr. Foerster is receiving a good talking-to by his (Foerster’s) boss, Anita, the woman who had replaced Mike Medwards in the re-org. I confide to Mason that I’m not sure I can continue working for a guy like Foerster, and I’m puzzled, because Gerry seemed to be getting very close to negotiating with me what my salary would be as an employee. Mason assures me that I’m being considered for conversion to employee status, and that wouldn’t it be a shame for a little misunderstanding like this to grow out of proportion.
“I can’t make any promises,” he slides, “ – but I think you have a pretty good chance.”
The next morning, I’m called into Anita’s office, the same corner office where I used to chat with Mr. Medwards about the wild and wonderful world of IT Procurement. One of the first things Anita ever told me upon assuming her position as Director was that she would have a very different approach to the job than Medwards, because she didn’t know a thing about software law, it held absolutely no interest for her, and that she was going to be relying very heavily on Gerry and I to make sure all the deals were good ones. Because of our different backgrounds I had never really been very close to her, she was from another part of MSG, not TAQ, but she seems very friendly as she patiently explains that my boss Gerry Foerster must have simply just momentarily lost it. He’s been under so much pressure, she explains, and convinces me to stay on board and continue to “help out with the contracts.”
Foerster and I patch things up and we go on negotiating our contracts, but somehow I know that it will never, ever be the same.
- - - - - - -
“We fail nineteen out of the 20 I.R.S. tests when it comes to independent contractors,” Medwards quipped to me once. It was hyperbole, in context or performance review discussions, but there was certainly a grain of truth to it. This was like the situation Microsoft later got into, slapped with a judgment to pay “back benefits” to independent contractors since for all practical purposes they were employees – Microsoft had tried to pull off Professor Jodie’s ol’ “distinction without a difference” and they got nailed.
Foerster claims that Mason hit the roof when he heard about my little trip to Scottsdale. Foerster swears that he tried to stick up for me, but that, gosh, unfortunately Bob Mason was adamant about it. Foerster assures me he understands my legal analysis of the Scottsdale trip alright, but Bob doesn’t, he explains, and, “well, as a matter of fact,” he dodges, “Bob would like you to leave . . . it looks like you’ll no longer be working for us. I know you gave two weeks notice, but I think he means right now” and I can see from the look on Foerster’s face that he’s saying this while holding back some glee.
“Like, right now?” I ask, incredulously. “This minute?”
“As soon as we’re done here,” says Foerster, matter-of-factly, there should be an escort party waiting at your desk to escort you out of the building. It’s nothing personal – it’s standard procedure whenever we let someone go.”
I’m stunned, but not quite reeling. I return to my cube to gather up my things, and sure enough, there he is, chubby Gary Anthony, surely the most middling of all of the mid-level managers, shedding polite grimaces in all directions in this his aperiodic role of The Ad Hoc Eliminator.
- - - - - - - - - - - (end of selection from memoirs) - - - - - - - - - - -
page last updated: 11-25-2018