I say special opportunities, because every legitimate occupation, be it profession or business or furnishes abundant opportunities for usefulness, if pursued in what Mathew Arnold called grand manner. It is, as a rule, far more important how men pursue their occupation than what the occupation is which they select. Louis D. Brandeis, The Opportunity in the Law.1 All is, if I have grace to use it so, As ever in my great Taskmaster's eye. John Milton, How Soon Hath Time.2 I. INTRODUCTION The relationship between private legal practice and business enterprise has long been, and continues to be, troubled. This in itself is troubling, if only because our modern world, resting as it does on the twin pillars of a rule of law polity and a market economy, cannot do without either lawyers or businesspeople. Nor, in any foreseeable future, can either do without the other. Business entities and their constituents bulk large among the clients of private lawyers,3 who in turn are businesses' indispensable guides through complex transactions and regulatory tangles.4 Fortunately for the future-if tragically for the present-much of the mutual trouble between lawyers and businesspeople is the wholly unnecessary and widely unwanted baggage of the past. A restored relationship between law and business is entirely possible, if not always on the principal terms now offered. Remediable though it thankfully is, the troubled relationship between law and business is both deep-seated and double-sided. The official organs of the bar, even the courts, continue to insist that law itself is a profession, concerned mainly with public service, not a (mere) business, directed primarily to personal gain.5 As the modifier mere unmistakably implies, the legal establishment deems the practice of law to be, ethically if not socially, above trade, to use a tellingly antique, town-and-country phrase.6 Lawyers, in the way they structure their own practice and market their services, are not to stoop to the standards of the market.7 In the same vein, but even more insultingly, lawyers are told to maintain a careful independence in their representation of clients, especially business clients.8 And lawyers are admonished to police the frontiers of their occupation against incursions from non-lawyers9; lawyers have traditionally been closely circumscribed not only as to practicing law with the laity,10 but also as to doing non-legal business with them.11 Against this regulatory background, a prominent ABA Commission intoned [t]he Commission has been disturbed by what it perceives to be an increasing participation by lawyers in business activities.12 Business, less organized than the bar, has not spoken so nearly univocally. But businesspeople tend to divide lawyers into two groups, ours and theirs, and to treat the former with almost as much scorn as the latter. If they publicly denounce their opponents' lawyers as rambos and raiders,13 they tend privately to describe their own lawyers as nit-pickers, nay-sayers, and deal-breakers.14 Yet, at the same time, particularly in accounting and investment banking, businesspeople not only hire lawyers into their own operations on equal footing,15 but also venture into the provision of services that were once the exclusive preserve of lawyers alone.16 This study tries to lessen the tension between lawyers and businesspeople, not only for their mutual benefit, but also-indeed, more importantly-for the common good. Its main goal is to improve and update a similar prescription for an earlier phase of the same problem: Louis Brandeis's brilliant, if largely unsuccessful, effort at the turn of the last century to re-establish both corporate law and modern business on the same foundation of public service.17 It must be admitted at the outset that this attempt is only a start, only a first step in the desired direction. It begins with the assumption that theory matters, both for better and for worse. …

I am happy to find myself in very broad and deep agreement with Professor Adler's thoroughly thought-provoking paper. He sets out a plausible normative basis for just the kind of administrative system I want to have, what I would call a reformed welfare state. Adler offers his welfarist model of bureaucracy as an alternative to two competing schools of liberalism, a right-liberal school he calls the Neoclassical and a fellow left-liberal school he calls the "Proceduralists." I agree with Professor Adler's critique of the former school but disagree with his critique of the latter. Here we shall see a kind of double irony: In what we generally think of as administrative law, process is not valuable in the way the Proceduralists seem to believe; there, again, Adler is right. But, as to several important kinds of procedures about which Adler's Proceduralists have relatively little to say (criminal procedure, for example), Adler himself, and all of us who are liberals, right-wing or left, find procedure itself fundamentally important. I then examine his own welfarist notion of both process and substance. Next, I follow his lead into the stratosphere that philosophers call meta-ethics, literally, that which lies above and beyond ethics. That meta-move, I'm convinced, is a snare and a delusion, if not a hunt for the snark. Finally, I say a bit about what all this means for administrative law.

I. INVOCATION AND LECTION 137 A. The Gospel According to Br’er Rabbit 137 B. Br’er Rabbit and the Tar Baby 138 C. Br’er Rabbit and the Professionalism Crusade 138 II. HOMILY: THE TROUBLED TRINITY OF PROFESSIONALISM TENETS 139 A. The Trouble with Categorical Candor 139 B. The Trouble with Pusillanimous Civility 145 C. The Trouble with Shallow Lawyerly Learning 148 III. COMMISSION AND BENEDICTION 150

This Essay considers the applicability of a particular model of legal ethics, neutral partisanship, to American lawyers’ representation of those who violate, or are accused of violating, international human rights. I maintain that neutral partisanship, a deficient model for American lawyers in their domestic practice, is even more problematic when applied in the international arena. The central question is this: are there limits, short of engaging in illegal conduct, that should constrain lawyers in the representation of those who violate international human rights? Neutral partisanship holds that any lawyer may, or, more strongly, must, pursue any legal end for any client by any legal means. I disagree, both in general and with respect to international human rights practice in particular. NEUTRAL PARTISAN LAWYERING AND INTERNATIONAL HUMAN RIGHTS VIOLATORS*