Corporate & Securities Law

Joseph Flom, Building the Arena

By John Wallbillich

I never met Joseph Flom, who died last week. He did exert a powerful influence on my legal career, however.

I first remember hearing his distinctive name when in law school. I happened to be taking a Corporate Law & Securities class during the heydey of the early 1980’s M&A boom.

The professor tried to stick to the casebook, but it was 1982 and when Bendix took a run at Martin-Marietta (and the Pac-Man defense was born), he basically threw out the book and started reading from the Wall Street Journal during class.

Mr. Flom and Skadden Arps were all over the news. And not just the legal news. What fascinated me was that lawyers were not just running the show. They were creating new legal strategies that allowed a well-funded acquiror to take on management and the sometimes passive boards that tolerated below-market performance. Unlike most of the long-tail litigation you heard about early in law school, these deals were announced late one Sunday night and lawyers worked 24/7 until they won or lost.

It was awesome.

I was at a firm that acted as local counsel for Skadden later in the 1980s. I got to see a bit of their M&A machine from the inside on the surprise attempted takeover of Harcourt Brace by Robert Maxwell. Again, it was lawyers at the core due to the precision required to time the preparation and the offer. Mr. Flom was more than a partner at a firm. A part of him seemed to be in every lawyer I talked to from Skadden.

When Harcourt resisted the takeover (at a substantial profit to Skadden’s client) I remember their call, asking for our fees so they could settle up. This was in the days of paper time sheets and copious, single-spaced task descriptions. I mentioned it might take some time for us to get our documentation together. The Skadden attorney informed me that they weren’t looking for paper. They wanted a number.

Bingo. My introduction to value billing.

When lawyers really listen and think about what a client wants, they have a shot at delivering what the client truly needs. Joseph Flom went beyond this, the possible was just the starting point. He didn’t merely help create an outstanding law firm. He gave many lawyers, even those he never met, a dose of optimism. He took the same laws and regs, and got new and better outcomes.

One of Teddy Roosevelt’s famous quotations starts out like this:

It is not the critic who counts; not the man who points out how the strong man stumbles, or where the doer of deeds could have done them better. The credit belongs to the man who is actually in the arena…

Joseph Flom wasn’t content to just be in the arena. He saw what could be and built a new one. And then he gave as good as he got.

My condolences to his family, friends and firm.

Full post as published by The Wired GC on February 28, 2011 (boomark / email).