Marquette Hotel Bar, 10:30 a.m.

One week ago today came the sad news that Target Corporation was terminating the employment of hundreds of people.  There was no advance warning.  The local television news showed fired employees carting boxes of their personal belongings out of the headquarters building, into the street.  The Star Tribune's glaring front page headline the next day read, "1700 Target Jobs Lost In Day Of Pain, Drama."  Another day later, Target released a statement saying that "this would be the first [wave of] several thousand" job cuts.

From its inception this constituted more than a business news item, but a human interest story as well.  My first reaction was genuine heartfelt sympathy for the people who lost their jobs.  For some, it might turn out to be a blessing, if they manage to attain a more rewarding job somewhere else.  But even for those lucky few, and for all the others, especially those with families, it is a major upheaval to their lives.

My second reaction, to coin a phrase, was this: There, but for the grace of God, go I.  Memories of another, distant bleak Monday morning came back to me.

Although it happened seventeen years ago, the morning of June 8, 1998 is one I will never forget.  When I got my usual case of the Monday Morning Blues on the preceding Sunday evening, June 7, I had no inkling of what was about to transpire the next day.  My customary morning routine before leaving for work would be to fetch the paper from the front porch, unfold it to check the front page headlines, and then swig down a cup of coffee before racing out the door.  That routine was cast asunder when I saw the headline, "Norwest To Merge With Wells Fargo."  The coffee would have to wait; I had to sit down.  This was my life's future I was about to read.

In my capacity as an in-house commercial attorney with Norwest, I was quite familiar with how bank mergers and acquisitions worked.  I had been on several "due diligence" missions in which Norwest, as a potential buyer, would descend upon the "target" bank holding company to examine its books and records.  With the exception of a handful of people, the employees of the target company were unaware of our presence or that their employer was likely on the verge of being sold.  This clandestine approach was necessary not only to keep our competitors from catching wind of our interest -- with a bidding war a possible undesired outcome -- but also to comply with SEC regulations against stock price manipulations.  There was also the concern of the target's employees jumping ship before Norwest could consummate the deal.

Notwithstanding this personal experience and familiarity with corporate deals seemingly coming out of nowhere, the June 8th merger news really blind-sided me and my colleagues.  Now we were the ones taken by surprise, and it was not a good feeling, to say the least.  Did the merger with Wells mean we'd be out of a job?  If we didn't lose our jobs immediately, would we have to move to San Francisco, Wells Fargo's corporate headquarters, to keep them?  If so, that might mean having to study for, not to mention pass, the infamous California Bar Exam.  Who would run the Commercial Section of the Law Department if, in fact, the Commercial Section survived?  (Some banks "farm out" most of their commercial work to outside counsel.  Was this how Wells operated?)  How would our daily responsibilities change?  These were just some of the questions going through our collective minds.  What made our predicament worse was that the impending shakeup was out of our control.  It is futile to attempt to control the things you can't control, and we all knew it.

Attempts to work that Monday morning were pointless.  Who could concentrate?  Meetings were postponed, calls were left unanswered and deadlines were missed.  Why pretend to be productive when our days on the job might be numbered?  Then, one of my colleagues had a brilliant idea.  What we really needed was a drink!  So what if it was only 10:30 in the morning?

About twenty of us traipsed across Seventh Street to the Marquette Hotel Bar, the most proximate watering hole to our office.  This wasn't a Bloody Mary party.  Bourbon, scotch and vodka were the most popular drinks of choice.  I opted for J & B on the rocks, the only time I've ever had the hard stuff that early in the day.  We carried on a round table discussion of sorts, with predictions on how the merger would shake out, and what we knew about Wells Fargo.  We were all in the dark regarding our futures, although a couple of the lawyers from the Corporate Section of our Law Department had more insight on Wells than the rest of us.  One of the disquieting things about Wells Fargo was that when they merged with First Interstate in 1996, Wells allegedly totally botched the transition, and many First Interstate customers bailed out in a huff.  That did not portend well for the future of Norwest.  Between that session at the hotel bar and the consummation of the merger several months later, dozens of rumors -- some which turned out to be accurate, some ludicrous -- flew around our department.

This story had a happy ending for me and almost all of the other Norwest lawyers.  The merger was structured with Norwest being the acquiring company, and Wells Fargo being the target/acquired company.  Thus, Wells was merged into Norwest, which then changed its name to "Wells Fargo."  (The marketing people could hardly wait to get the Wells stagecoach logo onto its billboards, print advertisements, media commercials, etc.)  The big question for us remained:  Who was going to be the General Counsel (aka top dog) of the merged Law Department?  Would it be Guy Rounsaville, the GC from pre-merger Wells, or Stanley Stroup, the GC from pre-merger Norwest.  (You might recall my writing about Stan in my May 23, 2014 post, Daniel Martin Thwarts A Score Of Lawyers.  I called him "the most brilliant lawyer I have ever known.")   After weeks of suspense, the Board Of Directors of the merged company, much to the relief and delight of the Norwest lawyers, chose Stan.  You probably couldn't get Stan to admit it, but the consensus of the Minneapolis lawyers was that Stan watched out for his people, just as we anticipated he would on that Monday morning in the hotel bar.

In June 1998 I was fifty years old.  Momma Cuan and I still had one kid in college, one in high school and one in junior high.  Mary's whole family and my mother lived in the Twin Cities.  We had already decided back in 1983 that we did not want to leave Minnesota.  The prospects of uprooting our family fifteen years later was something we did not even want to think about.  But what if the Board Of Directors had chosen Rounsaville, a man I'd never met, for General Counsel?  My personal career story might not have had as happy an ending.  Those are the things that have crossed my mind over the past week when I've read about the dismissals at Target.  As I wrote above, there, but for the grace of God, go I.