糖衣

MR 1.2 Scope of Representation
Under the Model Rule (“MR”) 1.2(a) a lawyer is required to abide by his client’s decisions regarding objectives and a lawyer may take action as to the means by which they are to be pursued. This allows the client to set the outcome goals and for the lawyer to come up with the legal strategy and course of action to take to achieve those goals and objectives. Mitch McDeere (Tom Cruise,”Mitch”) represented the Morolto family and group of businesses. Mitch was required by law to do every lawful thing in the best interest of his clients and refuse to “go undercover” and disclose to the FBI. The client’s objectives were to minimize US tax liabilities by investing money offshore in the Cayman Islands and other low or zero tax jurisdictions. The FBI wanted to get their hands on confidential information including the corporate formation documents and bank account information which were protected by attorney-client privilege. Here. Mitch furthered the client’s objectives by not disclosing confidential information to the FBI, but by asking the client to voluntarily release their bills.

MR 1.16 Declining Or Terminating Representation
Under MR 1.16(2), a lawyer shall withdraw from the representation of a client if the lawyer’s mental condition materially impairs the lawyer’s ability to represent the client. Here, during Mitch’s representation of Mr. Morolto, Mitch experienced the following incidents: (1) his wife discovered he had an affair; (2) he jumped out of the window of his law firm; (3) he was under pressure from the FBI to cooperate; and (4) two “mob” members were chasing him and attempted to murder him. Mitch’s mental condition was “materially” compromised because he indicated he was paranoid of his safety, and his physical appearance indicated his ability to represent his client was impaired. However, notwithstanding his condition, Mitch continued to consult Mr. Morolto on his best course of action to address the overbilling issue. Mitch should have withdrew his representation. Therefore, Mitch violated MR 1.16(2) because he failed to withdraw representation of Mr. Morolto even though his mental condition was materially impaired.

MR 1.3 Diligence
Under MR 1.3, a lawyer shall act with reasonable diligence and promptness in representing a client. Comment [1] states a lawyer should pursue a matter on behalf of a client despite opposition, obstruction or personal inconvenience to the lawyer, and take whatever lawful and ethical measures are required to vindicate a client’s cause or endeavor. A lawyer must also act with commitment and dedication to the interests of the client and with zeal in advocacy upon the client’s behalf. Here, when Sonny Capps (“Sonny”) wanted to devise a plan to reduce taxes on his accounts at Cayman islands with an outside attorney, Avery Tolar (Gene Hackman, “Avery”) tried to stop him by using a veiled threat. He mentions the fact that the “Friends in Chicago” (Mafia) would dislike their business relationships being exposed to attorney’s other than the firm. There was no termination in the attorney client relationship between Avery and Sonny, and Avery has represented him for a substantial amount of time, so he is still Sonny’s attorney. Therefore, Avery has the duty to advise his client with reasonable diligence, and advocate upon the Sonny’s behalf. His implied threats are clearly not an act within the interests of his client.

MR 1.5 Fees
Under MR 1.5(a), a lawyer shall not make an agreement for, charge, or collect an unreasonable fee. Here, the Firm issued overbilling in order to support tax issue of Morocco Holding, and even Mitch recognized its issue by discussing with secretary. In determining the reasonableness, under MR 1.5(a)(1), the required time and labor along with novelty and difficulty of the questions would be considered for the requisite skill of legal service. In this film, the firm charged overbilling without proper guidance and detailed time slips. In addition, Mitch used invoices without authorization. In Comment [5] of MR 1.5, an agreement may not be made whose terms might induce the lawyer improperly to curtail service for the client in a way contrary to the client’s interest. Thus, the Firm and Mitch should write their time slips shortly after doing the work as well as detailed time slips for reasonable fee. In addition, the firm and Mitch need to customize charge to avoid charge or collect an unreasonable fee or expenses.

MR 1.6 Confidentiality of Information
According to the MR 1.6, a lawyer shall not reveal information relating to the representation of client unless the client gives informed consent. Even though it is the FBI agent that asked Mitch to disclose the file, it does not satisfy MR 1.6(b), which provides some exceptions that a lawyer may reveal the information if he believes it necessary.
Here, the agent required Mitch to provide the file to prove that the Firm assisted the Mafia to launder the money. However, MR 1.6(b) only entitles a lawyer to disclose information, which could prevent crime, substantial injury and mitigate loss. Someone may argue that the court and the government entity could order a lawyer to disclose the information. Nevertheless, under the Comment [15] of 1.6, without the informed consent of the client, the information sought is protected against disclosure by the attorney-client privilege or other applicable law. Thus, Mitch has to inform the Mafia (“client”) and obtain their consent, even though he exposed the overbilling or the money laundering.

MR 1.8 Conflict of Interest: Current Clients: Specific Rules
MR 1.8(b) states that a lawyer shall not use information relating to representation of a client to the disadvantage of the client unless the client gives informed consent, except as permitted or required by these Rules. That said, the rule prohibits disadvantageous use of client information unless the client gives informed consent. The firm has acted as the sole legal representative of the Mafia family. Mitch requested that the clients reveal the client-firm relationship so that he could disclose his firm’s overbilling issue. If Mitch used the information relating to the representation to the disadvantage of the client without informed consent, it would violate the lawyer's duty of loyalty.

MR 1.18 Duties to Prospective Client
The relationship of prospective client is formed by discussing possibility and a lawyer shall not use or reveal information learned in the consultation regardless of conviction of client relationship. MR 1.18(a),(b). Here, threatening the client by using the confidential information is likely considered as violation of the rule. Mitch would counter-argue that he was not admitted to practice law in TN when the event happened; however, the aforementioned duties as to the confidential information have been required when prospective client consulted and was in good faith. Furthermore, in MR 1.18(d), if a lawyer is disqualified from representation, no lawyer in a firm with which that lawyer is associated may knowingly undertake or continue representation. In addition, a lawyer shall not represent a client with interests adverse to a prospective client which are substantially related as stipulated in MR 1.18(c). Here, according to the facts, if Mitch was disqualified from representation, the Firm shall not represent the client. The exception of MR 1.18(d) would not be applicable in this case. Thus, Mitch and the Firm have duties to prospective clients, not to use or reveal information, or represent if interests are materially adverse.

MR 5.3 Associating with Non-Lawyers
Under MR 5.3(a), a partner, shall make reasonable efforts to ensure that the firm has in effect measures giving reasonable assurance that the person’s conduct is compatible with the professional obligations of the lawyer. Also under 5.3 (c)(2) a partner lawyer shall be responsible for conduct of such a person that would be a violation of the Rules of Professional Conduct. Although Mitch is allowed to work on projects under the supervision of Avery according to MR 5.3(a), he gave the client, Sonny, legal advice during the meeting at Cayman Islands. This is an unauthorized practice of law set out in MR 5.5, because Mitch is not a lawyer. Therefore, under MR 5.3, Avery who is a partner at the firm, should take responsibility for the actions of Mitch, which is a violation of the Rules of Professional Conduct.

MR 5.5 Unauthorized Practice of Law
A law school graduate who has not passed the bar or who has not been admitted to practice in any jurisdiction may be guilty of the unauthorized practice of law if he/she gives legal advice. Mitch’s advise to Sonny at Cayman Islands seems to be an unauthorized practice of law because Mitch has not taken the bar exam yet. Before flying to Cayman Islands, Avery ordered Mitch to redraft the repatriation of offshore funds, the revised tax plan for the client. Unlike the meeting with Sonny, Mitch’s support for Avery will not be considered unauthorized practice of law.
Avery’s legal service in Cayman Islands may fall under unauthorized practice of law. A lawyer who is not admitted to practice in other jurisdiction-here, Cayman Islands (British Overseas territory), shall not establish an office or other systematic and continuous presence in that jurisdiction for the practice of law (MR 5.5(b)(1)). We may assume that Avery has established systematic and continuous presence in Cayman Islands. He has advised Sonny for a long time regarding tax evasion and often travelled to the Island to meet. He also kept the boxes of secret files of the Chicago client in his resort room, which shows the firm has long been involved in the transaction in Cayman Islands.

MR 5.6 Restriction on the Right to Practice
MR 5.6 prohibits a lawyer from entering into any agreement of a partnership, share, operation, or employment which would restrict the right of a lawyer from practicing law after termination or a settlement. Here, Mitch did not enter into any written agreement that would restrict or prohibit him from the practice of law but he would have been disbarred for breaking attorney-client privilege by leaking confidential documents to the FBI. Alternatively, if Mitch tried to leave the firm then the firm would take non-legal action and kill him. So it is not an agreement to restrict Mitch practice but the result would have been the same if Mitch were to leave the firm.

MR 5.7 Legal Service
MR 5.7(a) states “A lawyer shall be subject to the Rules of Professional Conduct with respect to the provision of law-related services, as defined in paragraph (b), if the law-related services are provided: (1) by the lawyer in circumstances that are not distinct from the lawyer’s provision of legal services to clients.” Comment [9] of MR 5.7 further notes that examples of law-related services are financial planning and tax preparation among a wide range of economic and other interests of clients. Therefore, the Firm’s lawyers are subject to the Rules of Professional Conduct when providing law-related services like tax planning and other financial services. Avery violated MR 5.7 when he threatened Sonny that the Firm’s other “clients” would be displeased if Sonny fired the Firm.

MR 7.1 Communications concerning a Lawyer’s Service
        MR 7.1 states that “[a] lawyer shall not make a false or misleading communication about the lawyer or the lawyer’s services.” Comment [3] further notes that “an advertisement that truthfully reports a lawyer’s achievements on behalf of clients or former clients may be misleading if presented so as to lead a reasonable person to form an unjustified expectation that the same results could be obtained for other clients in similar matters.” Avery stated to Sonny, that the future value of his tax dollars would be less than half of their present value after the “Election” misleading the client to believe that Avery knows who will win the Presidential Election and how tax policy will change. Also, Mitch reiterates to Sonny that he should defer his taxes according to the schedule that Avery constructed, Sonny promptly responds by asking “Defer until when?”, Mitch responded by stating “Why do you care?”. Provided that this advice is true, Comment [2] of MR 7.1 states Truthful statements that are misleading are also prohibited... [a] truthful statement is misleading if it omits a fact necessary to make the lawyer’s communication considered as a whole not materially misleading. Mitch’s “Why do you care” statement omits the necessary fact of how many years the client’s taxes will be deferred and could mislead Sonny to conclude that other clients do not worry about this strategy and to solely trust his legal representation.

MR 8.1 Bar Admission and Disciplinary Matters
Under Rule 8.1, an applicant for admission to the bar, or a lawyer… in connection with a disciplinary matter, shall not fail to disclose a fact necessary to correct a misapprehension known by the person to have arisen in the matter. The applicant for admission to the bar is Mitch, and Avery, Mitch’s supervisory partner, is a lawyer in connection with a disciplinary matter. If Mitch and Avery did not disclose the violation of Rule 5.5 as discussed before, they both knowingly made an omission in connection with a disciplinary matter of Mitch.

MR 8.3 Reporting Professional Misconduct
Under the Rule 8.3 (a), a lawyer should report another lawyer’s violation of the Rules of Professional Conduct, if that violation raises a substantial question as to the lawyer’s honesty, trustworthiness or fitness as a lawyer. The Firm had been overbilling their client for years, and they also have engaged in money laundering and tax fraud. The overbilling is a violation of the Rule 1.5 as discussed above. The money laundering and tax fraud constitute misconduct because they are criminal conduct and would raise a substantial question to the lawyer’s honesty, trustworthiness or fitness as a lawyer. Therefore, under the Rule 8.3 (a), when Mitch knew the fact that the Firm was engaging multiple misconduct, he should report to the appropriate professional authority. However, under the Rule 8.3 (c), the Rule does not require disclosure of information protected by Rule 1.6. As discussed above, all the information about overbilling, money laundering and tax fraud are protected by Rule 1.6 which is the reason Mitch had to have the client’s consent to disclose the information.

MR 8.4 What Constitutes Misconduct
Under MR 8.4, “[i]t is professional misconduct for a lawyer to: (a) violate or attempt to violate the Rules of Professional Conduct, knowingly assist or induce another to do so, or do so through the acts of another; (b) commit a criminal act that reflects adversely on the lawyer's honesty, trustworthiness or fitness as a lawyer in other respects; (c) engage in conduct involving dishonesty, fraud, deceit or misrepresentation;”. Comment [2] further states that many kinds of illegal conduct reflect adversely on fitness to practice law, such as offense involving fraud”. Here, the Firm has overbilled client for many years. By mailing these misrepresentative bill to clients, they committed mail fraud and violated MR 8.4(c). Partners as well as most of the associates in the firm are complicit in tax fraud and money laundering, which are criminal acts reflecting adversely on the lawyer’s honesty. In addition, the firm throws money and provides a rather generous offer to Mitch, in order to make him get used to good life and induce Mitch to engage in tax fraud and money laundering. All other lawyers in the firm also know the scheme and assist to do so. Senior partners and associates disobey MR 8.4(a), violating the Rules of Professional Conduct, knowingly assisting and inducing Mitch to violate the Rules of Professional Conduct.

MR 8.5 Where the Lawyer Can Be Disciplined
MR 8.5(a) states that “A lawyer admitted to practice in this jurisdiction is subject to the disciplinary authority of this jurisdiction, regardless of where the lawyer's conduct occurs. A lawyer not admitted in this jurisdiction is also subject to the disciplinary authority of this jurisdiction if the lawyer provides or offers to provide any legal services in this jurisdiction. A lawyer may be subject to the disciplinary authority of both this jurisdiction and another jurisdiction for the same conduct.” The film implied that the lawyers in the Firm conducted criminal behaviors related with Mafia in Chicago. Even if those conducts occurred elsewhere, in TN, which is likely the jurisdiction for most of lawyers at the firm, the lawyers are subject to the disciplinary authority. Also, according to the last comment in MR 8.5, their criminal acts in Chicago, would be subject to the disciplinary authority of the Illinois court, even though they were not admitted in Illinois.

如果你是好莱坞大片迷、犯罪迷、动作迷甚或汤姆克鲁斯迷，看完《the firm》，保你第一个念头是：这导演怎么不自裁以谢天下？这么好的一个题材，又是律师事务所，又是黑帮，又是FBI，最后竟然给出这么个淡出鸟来的结局，浪费了大明星时刻准备着的英雄架势。
    事情的发生是这个样子地：阿汤法学院优异成绩毕业，找了一个不寻常的事务所。该公司设在小城市，奖金极其优厚，赠送美宅靓车，连家属都有公司家属委员会打点。如此安逸的下去，过两年有了孩子，公司会出钱送到私立学校，阿汤哥也将在这蹊跷的公司贡献终生。可是天不作美，很快他被FBI盯上了：他的公司，是专为芝加哥黑帮提供法律支持的，政府已经订了很久，现在要他来做卧底。于是，阿汤站在了无法选择的路口：不答应，被政府投入监狱是迟早的事；帮助政府端掉这家黑店，全部黑帮都要与他为敌，下半辈子只能隐姓埋名。更重要的事，黑帮也是客户，出卖客户的律师将永远失去这个职业。
    事已至此，观众自然不着急：导演想必放一个英明神武的神人，杀出一条血路来。阿汤哥最终杀出来了，即没得罪政府，也没得最黑帮，一个人把律师事务所揭发了：不是揭发其“涉黑”，而是另一个能让他倒霉的问题：乱收费，就此一句把公司首脑送进了监狱，自己全身而退。片中，阿汤没有大显神威、大动干戈，只有一次抡起公文包，把一个追他的歹徒砸晕了。谢谢上帝，这得多结实的包、装多少文件啊。事毕，小两口高高兴兴地开车搬走了，去找下一份工作——这肯定出乎想看英雄的人们的预料吧。直到最后，他不是大英雄、大智慧家，还是个小律师。
    没有看到预期的火爆场面，真叫人扫兴。可是，是什么拯救了阿汤哥？专业素质。凭着对本专业的了解，在陷于绝境之中，不忘记公司多收客户钱是违法的，奋起击退了威胁。子曰：知识就是力量。同志们，这就是敬业。建议所有在读学生观看，当有一天遇到危难时，要先考虑到所学的专业，就有可能化险为夷。从这一点看，这部片也可算是励志片吧。

片名：《The Firm》（《糖衣陷阱》） 年代：1993年 国家：美国 导演：Sydney Pollack（西德尼•波拉克） 主演：Tom Cruise（汤姆•克鲁斯）；Jeanne Tripplehorn（珍妮•特里普里霍恩）；Hal Holbrook（哈尔•霍尔布鲁克）；Gene Hackman（吉恩•哈克曼）

Mitch是一名幸运儿，作为一名哈佛大学法学院的优秀学生，尚未毕业的他已经收到各大律师事务所纷纷扔过来的橄榄枝。一家身处小城市的律师事务所更是派出了资深合伙人团队过来面试Mitch，还提供相当诱人的合伙人培养计划和极其丰厚的报酬作为聘用这个初出茅庐律师的条件。
Mitch的妻子Abby是一名幼儿老师，她深爱Mitch，即便心里对于Mitch被高薪诚聘隐约觉得不安，但是还是跟随Mitch来到这座小城。开始上班之后，Mitch就感受到这家律师事务所不同寻常的地方，律所的一些规定和做法，显然跟律所尊重个人隐私的传统相悖，譬如禁止太太们工作并鼓励他们生育，更令人觉得纳闷的是，律所成立以来，几乎没有律师从律所离职，除非退休。
不过这一切似乎并没有影响Mitch，Mitch兴奋自己的人生价值被肯定，带着妻子是准备在这个小城市大展拳脚。忙碌的工作、无暇顾及家庭并没有让Mitch感到沮丧，虽然妻子略有抱怨，但是跟如此丰厚的聘任条件和自己的远大前程相比，这一点辛苦何来挑剔呢？
忙碌的工作让Mitch在快餐厅吃饭时还不忘自己手上的工作，走进来两名陌生人，看着Mitch的模样，准确无误地说出Mitch就职的律师事务所和入职年限，还提到Mitch意外去世的多名同事，两个人的话语让Mitch联想前不久在度假时刚刚去世的两名同事，这让Mitch惴惴不安。
Mitch回到律师事务所，在电脑里查询发现，这些蹊跷死亡的律师都有一个共同点，就是在打算离职的过程中离奇死亡。那天在餐厅偶遇的两名神秘莫测的陌生人是FBI工作人员，对于律师事务所工作人员的离奇去世，FBI早已介入，他们的介入不仅仅是因为律所有人意外去世，更为重要的是律所涉嫌为黑帮洗钱。FBI有不少新索，但缺乏确凿的证据，刚刚入行牵涉不深的Mitch无疑是一个最好的突破口。FBI开始跟Mitch接触，Mitch这个时候才知道自己服务的律所是黑帮洗钱的工具，而自己是其中的一环。
Mitch原本想在这家小律所成就一番事业，哪知却是掉进火坑。工作时间越长，牵涉越深，就难以脱身而出，一方面自己早已成为了律师事务所为黑帮洗钱的固定一环，另一方面离职同事的离奇死亡更是自己的前车之鉴。律师事务所为了留住这些律师，不择手段，挖空心思，除了丰厚的聘任条件，还故意设计让这些律师留把柄在律师事务所的手上。Mitch跟随到导师参加海滩派对，无意邂逅的美女，与妻子刚好有小矛盾的Mitch有了不可避免的一夜情，这看似美好的艳遇，实际上是律师事务所安排好的陷阱，必要时就会拿出来钳制那些有意想离开律所的律师。
Mitch进退两难，帮助FBI调查自己工作的律所，不但会成为黑帮定点清除对象，而且作为一个宣誓的律师，如果没有客户的授权同意，泄露客户的资料，是违背律师与客户的保密原则，那就意味着会被吊销律师执照。如果不帮助FBI，以后抽身可能性很小，可以想象FBI 迟早会收集到相关证据，把他们打包送进监狱。这是一个早就设计好的陷阱，无论如何抉择似乎都没有什么余地。（律师保密义务是指律师在其执业过程中接触到的未经当事人许可不得泄露的秘密事项所承担的一种职业义务，律师与当事人之间的保密义务不仅仅是合同义务，更是法定义务。允许律师泄露或者告发当事人的犯罪事实，不仅摧毁整个社会对律师丧失信任和尊重，也会动摇整个社会信任的基础。律师的保密义务在大多数欧美国家是绝对的，普遍的。中国刑法第306条针对律师规定了伪造证据妨碍作证罪，这意味着在我国律师的保密义务是受限的，如果律师隐瞒当事人的犯罪事实是可能涉嫌犯罪，律师面对两者的冲突时，该如何选择呢？）
Mitch在保全自己收集律所洗钱证据过程中，找到了一个突破口，原来律师事务所在为黑帮提供服务时，违规收取高昂的律师费。黑帮当然不在意这样的收费标准，律师却可以悄悄大赚其钱，但是律师服务违规收取高昂服务费的行为是一种欺诈的行为。律师事务所存在集体多收费的行为，不仅仅是单个律师职业道德的问题，而是一种集体的犯罪，根据联邦政府的反欺诈法，律师事务所不仅面临高昂的罚款，还会面临停业以及承担相应的刑事责任。
这是Mitch可以想出金蝉脱壳的唯一出路，既不会得罪FBI，也不会得罪黑帮，虽然两者可能都不高兴。米奇找到黑帮首领，作为他们的代理律师，他告诉黑帮首领不会把涉及帮黑帮代理的任何东西交给FBI，但是他在调查过程中，发现律师事务所存在高收费的行为，所以他需要取得黑帮的授权，把律师事务所收取过高服务费的证据提交给FBI。本来要追杀Mitch的黑帮，放下悬在心上的一块巨石，但还是不放心Mitch的承诺。Mitch保证：“我就像一艘船，只要我活着，我永远都不会靠岸。只要你还有良知，你就永远不能出卖你的客户。”作为一名宣誓律师，出卖客户就意味着职业生涯的结束，他保住了他作为律师的饭碗。Mitch暗示黑帮可以寻找另外一家律师事务所继续洗钱，有钱就会有相应的律师事务所甘愿冒险。
FBI为了获得证据，赔了一笔巨款，却差一点竹篮打水一场空。Mitch告知FBI的探长，你们就按照诈骗罪指控他们， 1件案子罚款1万元加五年的刑期，我就职的律所有250项多收费的账单，这至少可以让律所被处以罚款250万元，相关责任人最少判1250年徒刑。一个个律所这样去追，追到最后，始终可以把为黑帮洗钱的律师事务所一网打尽的。以为毫发无损的黑帮，最终会慢慢失去洗白的工具，FBI持之以恒，最终会还社会一块净土。
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7分。天才青年律师游走在洗黑钱的无良律师社和罔顾线人安全的FBI两大势力之间。最终在几乎绝望的境地里绝处逢生，漂亮地走起了钢丝。前半段的故事有些太拖，还好后半段节奏足够紧凑，可惜结局的设计上有太多的巧合，比较让人失望。音乐算是本片里一个非常大的亮点，钢琴曲也能带出这么强烈的紧张感，真是让我大开听界啊～～年轻的Tom Cruise的确很适合扮演意气风发的男主角。

    初出茅庐的小律师，一脚踏错，虽马上有车有房，却没了好日子。怎么看哪边都不是好惹的主。FBI要借黑律师事务所掀翻黑帮，事务所又不会放人自由又有把柄，似乎没有全身而退的可能性，两害就其轻，也许。
   偏偏捡了个机会，不但功成身退还两边不得罪，顺便发了财。黑帮证据不要了，保住了律师执业资格，跳出重重包围直杀到黑老大面前，说，你支持我举报他们多收费吧，我手上有你们资料，有复印件哦~只是查收费用的。言下之意，你们不当受害者就准备认犯罪吧。好一个借梯过墙，没了事务所，没人控制他了，釜底抽薪之后，顺便送给黑老大个丢车保帅，反正被FBI盯着呢，换个事务所继续洗钱。FBI被摆了一道，只抓了虾米，不是很满意，可是人家帅哥说了，剩下是你们的事，我这家事务所我帮你搞定了。 拿了钱，带着老婆快快活活的走了，可见业务要精啊~

情节挺丰富的，让我挺有共鸣。特别在片子开头的时候那律师说："关键是billing，一定要每分钟你想着客户的时候都要算他们钱，不管当时你是在刮胡子还是堵车"，当时就拍案叫绝——确实啊~我想起以前某律师说的，当你在接电话之前，你就要开始算客户的钱——因为当你拨号的时候，你心里面就是在想着他们了。

但是我也看的很生气，因为这里面的律师居然是税法律师，也就是我的本职同行。他们说的一连串东西我都实在忍受不住的心里面一万个反驳批评。首先，做个律师做成这么大阵仗，居然只是搞税法的？你好歹还是做个criminal law什么的嘛，搞税法，四大强多了！比如说，汤姆跑去cayman island跟人家谈的生意，这种事情有什么好谈的？我们天天都在做这些proposal，客户只需要一个memo一个presentation而已。再说，谈论tax planning proposal的一般都是客户的金融财务方面的主管。在他们Cayman的那场会议，这个客户居然不明白tax deferral，居然不明白present value，这就像一个数学老师不明白1+1=2一样，是完全不可能的事情。

好些人觉得这个片子最后的结局没有火爆场面而倍感失望。对于这样的观众我觉得很失望。当然，这个片子又不像注重法律又不像注重犯罪悬疑，会让人比较误解（论比较好的法律片我推荐Matt Damon的《The Rainmaker》，除却里面老套的感情戏），但是最后他根据mail fraud来解决人家是一件非常现实的事情啊。不是风风火火的大事才精彩，对于法律来讲，用一些小漏洞来达到大目标才是法律最有趣的地方。想当年，美国的黑帮因为犯罪法的statute of limitation一直没有办法得到制裁，最后却是美国税务局因为“有意偷税漏税”（因为黑帮收入不可能报税嘛）的无statute of limitation法规而帮助FBI把黑帮抓起来的。这部片子里面的mail fraud，与这个史实就有那么一点志同道合的意思。

不过，我还是觉得这个编剧对于法律了解很皮毛而已，他说来说去无非就是attorney/client priviledge，这比《The Rainmaker》差远了。