While the rest of us savored Thanksgiving dinner a few weeks ago, Robert S. Strauss was dining on turkey at the Four Seasons restaurant in New York. But at the same time, Washington's consummate lawyer-politician was working the telephone, brokering a deal that would bring him and his Akin Gump law firm $8 million in fees by the end of the holiday weekend.

Lawyers typically represent one party, but Strauss looked like he was representing just about everybody in sight in this mega-deal in which Japan's third-largest company, Matsushita Electric Industrial Co., bought out Hollywood entertainment giant MCA Inc. for $7.5 billion.

The ubiquitous Strauss sits on the MCA board of directors. Strauss and his powerful law firm, Akin, Gump, Strauss, Hauer & Feld, are picking up $8 million in fees from MCA. Strauss and company will also get a fee -- no one is saying how much -- from Matsushita.

So just who was Strauss representing on Thanksgiving Day?

"The transaction was my client," said Strauss.

And quite a client, too. The 72-year-old Texan known for his political wheeling and dealing walked away with what may be the legal fee of the year, assured by a few crucial moments at the Four Seasons when he resuscitated a deal that looked dead the night before.

Even at the rate of $350 an hour charged by some of Washington's top partners, $8 million would pay for 22,857 hours of work, or 2 1/2 years of round-the-clock lawyering.

But not to worry. Strauss said he hasn't billed by the hour in 20 years.

"I don't work by the hour anymore," said Strauss. "I don't do windows. ... There are a lot of things I don't do I used to have to do. I don't take $25 divorce cases and traffic ticket cases, which I started doing 45 years ago."

Even in the big league of New York mergers and acquisitions, known in the bar as M&A work, $8 million is "a mega-fee," as one New York lawyer termed it. "As a competitor I am green with envy."

The fee was for Strauss's unique role as facilitator, energizer and shuttle diplomat and his success had much to do with relationships. Strauss has been friends for years with MCA Chairman Lew Wasserman. When Strauss was President Carter's U.S. trade representative, he got to know Matsushita negotiator Keiya Toyonaga, who was then a high-level government official in Tokyo.

Earlier this fall, when secret negotiations about a potential merger began, MCA and Matsushita turned to Strauss to handle Washington lobbying for both corporations.

Both companies agreed to waive potential conflicts, and each was represented separately in the transaction by a heavy-hitting M&A lawyer from New York: MCA by Martin Lipton of New York's Wachtell, Lipton, Rosen & Katz and Matsushita by Simpson Thacher & Bartlett's Stephen Banner.

Meanwhile, Strauss and his partners Joel Jankowsky and Daniel Spiegel led what Strauss likes to call the "public policy" effort. But that was just the beginning.

When MCA and Matsushita officials met in Manhattan to negotiate Nov. 18, Strauss was a constant presence -- moving between the two sides, attending negotiating sessions, but, as Strauss would have it, never representing either side. "I was trying to bring the parties together," Strauss said simply.

On Thanksgiving Eve, the deal appeared to be dead, said several sources, with Matsushita offering $64 a share, tops, and MCA saying no. The Japanese were ready to go home, and Matsushita investment banker Herbert A. Allen was heading for JFK and the Concorde.

But on Thanksgiving morning, Strauss "felt that we were closer together than the rest of us did and ... he turned out to be right," said Allen, who talked to Strauss, headed back to town and ended up at the Four Seasons lunch. Within hours, both sides were negotiating, and the deal was struck four days later.

While unusual, Strauss's dual representation is well within the profession's ethical bounds, according to legal experts, because both clients signed off on it and both were represented by independent counsel.

"That would not have been the answer a generation ago when the conceived role of lawyers was much narrower," said New York University ethics expert Stephen Gillers. But ethics codes in the 1990s take a "more realistic view" of client needs and the broadened role of lawyers, Gillers said. Now, a lawyer may properly be "an accommodater, as long as he is not a zealous advocate for either side against the other."

Still, there are limits. Strauss, though an MCA director, said he did not participate in the board's discussion or vote on the deal. "That was smart," said Gillers. "He can wear a hat for each client, but not a director's hat, too. He can have two heads, not three. We haven't gone that far yet."

During the 1980s, M&A lawyers watched the investment bankers rake in enormous fees and quickly followed suit, charging what the market would bear. The deals and the fees have all but disappeared in 1990, but not for Strauss. As for his $8 million, it "was just a number you arrived at. I knew what others were going to charge, and I wanted to keep mine on the low side."

Merger Wanted

Onek, Klein & Farr, the D.C. boutique firm filled with former Supreme Court law clerks, is scouting a merger partner. The 15-lawyer firm lost highly regarded white-collar practitioner Robert D. Luskin to Powell, Goldstein, Frazer & Murphy in 1989, and partner David R. Boyd this year to Sutherland, Asbill & Brennan, and doesn't want to see anyone else head for the door. With some young partners itching for the kind of trial work that takes more resources, the firm "is considering merger possibilities," said Joseph N. Onek. "I don't want to say who we're talking to."


Amy G. Rudnick, the Treasury Department's leading expert on money laundering, takes her sought-after specialty to Milbank, Tweed, Hadley & McCloy's D.C. office next month. ... Look for a quick swearing-in this month for Michael Boudin, who was nominated to U.S. District Court last May and confirmed in August. Boudin, a high-ranking Justice lawyer, delayed donning his robes while he completed a teaching commitment at Harvard.

So That's Where Lawyers Get Legal Advice

Last week, when the Washington law firm of Howrey & Simon named its chief financial officer as a non-lawyer partner, it appeared to be the first in the country to do so.

However, the Washington office of Minneapolis-based O'Connor & Hannan was miffed, proclaiming it was the first when it decided to treat public relations chief Michael Colopy and lobbyist Mary Scott Guest as if they were partners a year ago.

But the D.C. Court of Appeals didn't approve the rule allowing non-lawyers to become partners until March of this year, and the new rule doesn't go into effect until 1991.

Well, they were "partner equivalents," said O'Connor's George J. Mannina. While they couldn't share in the firm's profits or vote as partners do, they could attend partnership meetings and have partner perks, said Mannina. As for voting the two partner equivalents so long before the court said it would allow non-lawyer partners, Mannina said the firm had been advised the court was heading that way. "The folks at {the trade journal} Legal Times and other observers had said it was their feeling it would be allowed," Mannina said.