Category: Lions Bios

TEST

[fusion_builder_container hundred_percent=”yes” overflow=”visible”][fusion_builder_row][fusion_builder_column type=”1_4″ layout=”1_4″ last=”no” spacing=”yes” center_content=”no” hide_on_mobile=”no” background_color=”” background_image=”” background_repeat=”no-repeat” background_position=”left top” hover_type=”none” link=”” border_position=”all” border_size=”0px” border_color=”” border_style=”” padding=”” margin_top=”” margin_bottom=”” animation_type=”” animation_direction=”” animation_speed=”0.1″ animation_offset=”” class=”” id=”” min_height=””][fusion_imageframe image_id=”845″ style_type=”none” stylecolor=”” hover_type=”none” bordersize=”0px” bordercolor=”” borderradius=”0″ align=”none” lightbox=”no” gallery_id=”” lightbox_image=”” alt=”” link=”” linktarget=”_self” hide_on_mobile=”no” class=”” id=”” animation_type=”” animation_direction=”down” animation_speed=”0.1″ animation_offset=””]http://lionsofthetexasbar.net/wp-content/uploads/2017/11/rguyLBF1.jpg[/fusion_imageframe][/fusion_builder_column][fusion_builder_column type=”3_4″ layout=”3_4″ last=”yes” spacing=”yes” center_content=”no” hide_on_mobile=”no” background_color=”” background_image=”” background_repeat=”no-repeat” background_position=”left top” hover_type=”none” link=”” border_position=”all” border_size=”0px” border_color=”” border_style=”” padding=”” margin_top=”” margin_bottom=”” animation_type=”” animation_direction=”” animation_speed=”0.1″ animation_offset=”” class=”” id=”” min_height=””][fusion_text]

By Mark Curriden

(Nov. 14) – Ray Guy remembers clearly the day he decided to become a lawyer.

Guy was a senior at the University of Texas. The 22-year-old was home for spring break when his parents walked into his bedroom. They knew he was debating whether to get a job using his engineering degree or go to law school.

“Go to law school,” they told him.

“It was a watershed moment for me,” he says 45 years later. “It was wise advice and I have never regretted choosing the law for one minute.”

At age 66, Ray Guy is at the pinnacle of the legal profession. He is a senior partner at one of the world’s most prestigious and profitable law firms – Weil, Gotshal & Manges.

For more than four decades, he has represented some of the biggest global companies, including Credit Suisse, American Airlines and Verizon, in some of the most complex and controversial cases the litigation practice has to offer. His peers consider him one of the best trial lawyers in North Texas.

“And Ray is simply one of the kindest, most generous and good-hearted people I have ever met,” says Paul Genender, a fellow partner at Weil. “He’s fiercely competitive, but always very ethical and professional.

“Ray is the epitome of what a great lawyer should be,” Genender says.

As a young man, Guy was often confused for the Oakland Raiders superstar punter of the same name.

“Ray Guy was a rookie player when I was in law school,” he says. “We told people that I would fly to Oakland on Friday nights to kick and then fly back to school. But then they saw me play intramural sports and quickly knew better.”

While Guy is not related to the football player, he has been an all-star in the legal profession during the past 41 years. He has represented numerous high-profile clients in major cases, including:

• The Federal Deposit Insurance Corp. in a series of cases involving hundreds of millions of dollars in loan guarantees involving failed West Texas banks and savings and loans;
• A consortium of paging companies in a $750 million dispute challenging the constitutionality of a Texas statute;
• The owner of the Tampa Bay Lightning in a legal challenge over the proceeds of the sale of the National Hockey League team; and
• Credit Suisse in a $24 billion class action lawsuit brought by homeowners in a failed vacation resort project.

FYI: Guy won all of them.

In fact, Guy’s winning streak started with his first case.

After graduating from UT School of Law in 1976, Guy clerked for Judge Thomas Gibbs Gee of the U.S. Court of Appeals for the Fifth Circuit. While clerking, he learned about lawyers signing up to serve as court-appointed counsel in indigent cases.

In 1977, he joined the Dallas corporate law firm Jenkens & Gilchrist and quickly signed up to take a case. He was appointed to represent Enrique Cano Silva, who had been convicted of distributing cocaine and heroin.

Guy reviewed the court record and realized that the key to the conviction was the cooperation law enforcement received from a confidential informant. Silva’s trial lawyers asked the judge to force prosecutors to reveal the name of the informant, but the judge denied the request.

“At that point, my court appearances were limited to a handful of minor cases I handled in traffic court for partners of the firm,” Guy says.

On May 15, 1978, Guy argued to the three-judge panel that the production of the snitch was necessary because he would have provided key testimony necessary for Silva’s defense and that there are clear limits to situations in which an informant’s anonymity is legal in criminal proceedings.

“I was over-prepared for the argument,” Guy says. “I was so nervous. Fortunately, nothing went wrong.”

Four months later, the Fifth Circuit reversed, ruling that the “informant was essential to enable the appellant to develop his theory that he had been framed” and that “the trial court improperly denied [Silva] access to the informant’s identity.”

Guy’s first trial also took place in 1978. He represented a plumbing parts services company in a $7,000 breach of contract dispute. It was a bench trial before state District Judge Joan Winn, who was the first African-American to serve as a jurist in Dallas.

“The plaintiffs supplied contract workers who were volunteers to help my client conduct inventory,” Guy says. “My client refused to pay because the work was horrible.

“No one from the law firm went with me to court because the amount of money at issue was small,” he says. “Even so, I was absolutely nervous. I still get nervous going to trial even after all these years.”

Guy says he enjoyed some of his early cases the most, even though not that much money was at stake. In fact, his hourly rate was only $50 – a small fraction from what it is now.

His first jury trial came in the summer of 1980. He represented a medical insurance company in a $12,000 dispute involving a former employee who had been given pay advances on a commission. The employee quit before the money was paid back.

“The employee was an in-house sales person who was paid on draws,” Guy says. “He claimed he was to be paid a fixed salary.”

The trial before then-state District Judge Joe Fish lasted four days. While the jury was deliberating, opposing counsel in the case, Dallas trial attorney Tom Nash, asked Guy if he could give the young lawyer a tip.

“He told me that it was a mistake for me to tell that jury that his client had lied,” Guy says. “He told me that I could have simply argued that his client was mistaken and that I didn’t need to take on the burden of proving his client lied.

“Thirty-seven years later, I still remember that and I have never done it since,” he says.

Despite the apparent trial misstep, the jury deliberated only 45 minutes before ruling for Guy’s clients.

“I have come to believe in juries more and more,” he says. “I have come to believe in the collective wisdom of 12 people. I was able to get board certified [as a trial lawyer] because I tried many small cases early in my career. Unfortunately, that doesn’t happen any longer. It is a problem today getting young lawyers the courtroom experience they need.”

Weil has tried to find ways to get younger lawyers more courtroom experience, says Guy, including sending associates to work for the Dallas Volunteer Attorney Program for three months

A few months after making partner at Jenkens in 1983, Guy got an opportunity to represent the FDIC in loan recovery efforts resulting from failed banks in West Texas. His wife was the assistant general counsel at Republic Bank, which bought the claims of some of the failed banks.

“My wife told me that the FDIC was not too popular in Midland and could not find counsel,” he says. “So, I wrote FDIC to offer my services.”

The FDIC took Guy up on his offer. Over the next seven years, he and a West Texas trial lawyer named Royal Furgeson – who later became a federal judge and is now dean of the UNT Dallas College of Law – tackled dozens of cases with hundreds of millions of dollars at stake.

“A lot of the trials were in front of U.S. District Judge Lucius Bunton in Midland,” he says. “If you went too long in your arguments, he would start shooting you with a water pistol. I learned a great deal about banking law. He chided me a few times.”

A key issue in the litigation was that the president of the 1st National Bank of Midland made promises that he would never enforce the terms of loan agreements signed by other banks – that he would buy back their participations if the underlying loans went bad.

“We showed that those promises, if made, were not enforceable against the FDIC,” Guy says. “So, we were able to successfully defend lawsuits brought by the participating banks.”

In 1990, the Texas Supreme Court, in a case called FDIC v. Coleman (795 S.W.2d 706), ruled in Guy’s favor, establishing that a bank did not owe a duty of good faith and fair dealing to the guarantors of a commercial loan.

“The opinion confirmed that, except in limited circumstances, the courts of Texas – unlike other states – do not imply a duty of good faith and fair dealing in contracts, and thus do not impose tort duties,” Guy says.

Sometimes, litigation requires lawyers to get creative … and lucky.

In 1989, Guy was in his office when a Seattle-based construction industry client called. The client had reached an agreement to buy out his business partner, who was from Abu Dhabi. The business partner, however, stopped making the payments required under their agreement.

“The settlement agreement had a weird clause that said we could sue the business partner wherever he could be found,” Guy says. “My client called mid-morning to say the guy is in town and may only be there for a day.”

Guy quickly drafted a petition and got the court clerk to issue the citation.

“We hired a process server, who pretended to be room service to serve the papers at the Reunion Hyatt,” he says. “Case settled for $500,000.”

In 2010, the majority owner of the Tampa Bay Lightning hockey team hired Guy to represent him in a sale dispute with a minority owner. Despite the fact that the sports team was losing money, a minority owner wanted more money for his ownership stake.

The dispute was arbitrated in New York City with the NHL Commissioner deciding the issue.

During the arbitration trial, Guy presented the minority owner with an email he had written to a fellow minority owner predicting in vulgar terminology that NHL Commissioner Gary Bettman would not treat him fairly in the legal proceedings. Guy asked the witness to read it aloud.

When the witness hesitated, Bettman said, “I think he wants you to read the part where you say I am going to fuck you.”

The NHL ruled for Guy’s client.

The biggest case by dollar value in Guy’s career involves a series of lawsuits filed against financial giant Credit Suisse involving syndicated loan defaults involving second homes at luxury resorts in multiple locations across the U.S.

Between 2004 and 2007, Credit Suisse arranged large loans – some exceeding $500 million – for real estate developers building luxury homes – each valued for millions of dollars – at resorts at the Yellowstone Mountain Club in Montana, Tamarack in Idaho, Lake Las Vegas in Nevada and Ginn sur Mer in the Bahamas.

Then, the Great Recession hit in 2008, devastating the second-home real estate market. People stopped buying second homes and many stopped paying mortgage loans on homes already purchased. As a result, developers went into default and many declared bankruptcy.

In 2010, homeowners at the four resorts filed a class action lawsuit in Boise, Idaho against Credit Suisse and Cushman & Wakefield, which issued appraisals for many of the loans.

The lawsuit claimed that the homeowners lost the use of amenities at their resorts – ski lifts, golf courses and marinas – because of the loan defaults and bankruptcies of the developers. The homeowners claimed that Credit Suisse loaned too much money to the developers and Cushman & Wakefield issued flawed appraisals to support the supposedly-too-large loans.

“On a variety of theories, the plaintiffs’ lawyers claimed that 3,000 homeowners and property owners suffered actual damages of $8 billion, which should be trebled under RICO and other theories,” Guy says.

Guy and the Weil legal team successfully had many of the causes of action dismissed early in the litigation.

Handling the disputes as a class action was not the superior method, Guy argued to the court, because “predominance was lacking due to individual issues involving the plaintiffs’ claims.”

The trial judge agreed denied class certification.

As the case for 69 property owners headed for trial in the late summer of 2016 as a collective action, the Weil team argued in motions for summary judgment that all the remaining claims should be dismissed.

In July 2016, the federal judge agreed and the entire case was dismissed.

“I love being in court,” Guy says. “It has been a true privilege to be a lawyer and to work with so many great clients. Every case brings new challenges. I would not have changed a thing about my career.”

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[fusion_builder_container hundred_percent=”yes” overflow=”visible”][fusion_builder_row][fusion_builder_column type=”1_4″ last=”no” spacing=”yes” center_content=”no” hide_on_mobile=”no” background_color=”” background_image=”” background_repeat=”no-repeat” background_position=”left top” hover_type=”none” link=”” border_position=”all” border_size=”0px” border_color=”” border_style=”” padding=”” margin_top=”” margin_bottom=”” animation_type=”” animation_direction=”” animation_speed=”0.1″ animation_offset=”” class=”” id=””][fusion_imageframe lightbox=”no” lightbox_image=”” style_type=”none” hover_type=”none” bordercolor=”” bordersize=”0px” borderradius=”0″ stylecolor=”” align=”none” link=”” linktarget=”_self” animation_type=”0″ animation_direction=”down” animation_speed=”0.1″ animation_offset=”” hide_on_mobile=”no” class=”” id=””] [/fusion_imageframe][/fusion_builder_column][fusion_builder_column type=”3_4″ last=”yes” spacing=”yes” center_content=”no” hide_on_mobile=”no” background_color=”” background_image=”” background_repeat=”no-repeat” background_position=”left top” hover_type=”none” link=”” border_position=”all” border_size=”0px” border_color=”” border_style=”” padding=”” margin_top=”” margin_bottom=”” animation_type=”” animation_direction=”” animation_speed=”0.1″ animation_offset=”” class=”” id=””][fusion_text]By Mark Curriden

(Oct. 24) – Nina Cortell rose from the counsel table to make her first oral argument to the U.S. Court of Appeals for the Fifth Circuit in 1981.

The young lawyer felt comforted, as opposing counsel had presented his side in the complex securities dispute without much push-back from the three-judge panel. Suddenly, the docile court became a hot panel.

“I barely got my name out when I was hit with a barrage of questions — and that continued for the entirety of my time before the court,” says Cortell, who represented a real estate developer who was challenging a contract because the counter party was not a registered broker.

“This led my opposing counsel to be a bit smug on the flight back [from New Orleans to Dallas],” she says.

Months later, the lawyers realized they had misread the appellate court, which issued a unanimous opinion in favor of Cortell’s client.

“The other lesson I learned [in that case] was not to stay on the second floor of a hotel in the French Quarter, facing Bourbon Street, the night before argument,” she says. “The partying on Bourbon Street was loud and went late, making an anxious night even more challenging. That’s the last time I made that mistake. Since then, I haven’t stayed in the French Quarter on the night before an oral argument.”

Nearly four decades later, Cortell is a senior partner at Haynes and Boone in Dallas and is widely respected as one of the best and most successful appellate lawyers in Texas. She broke through glass ceilings, gracefully convinced leaders of the legal profession to hire and promote more women and proved through her actions that gender was not a factor when it comes to being a great advocate.

Lawyers who know Cortell say she is never meek or shy to speak up, but always does so in a respectful and often quiet manner.

Cortell has successfully argued scores of major cases to the state and federal appellate courts on behalf of some of the biggest corporate clients in Texas, including American Airlines, AT&T, Exxon Mobil, Energy Transfer Partners and Trinity Industries.

“We searched for the best appellate lawyer to handle our case and everyone pointed us to Nina,” says NextEra Energy General Counsel Charles Sieving. “Nina did not disappoint.

“Nina mastered the record just as good as the trial lawyer did in our case,” Sieving says. “She is able to isolate the key issues and then crisply and clearly advocate the views of her clients.”

Cortell has received nearly every award that legal organizations hand out. The University of Texas School of Law gave her the Distinguished Alumni Award. The Dallas Bar named her Outstanding Lawyer of the Year in 2009. The Texas Center for Legal Ethics honored her with the 2013 Jack Pope Professionalism Award.

She is a founding member of the Center for Women in the Law at the University of Texas.

Haynes and Boone Managing Partner Tim Powers says Cortell has been a huge reason for the firm’s success during the past half-century, pointing out that she was Haynes and Boone’s first woman lawyer, first woman partner and first woman to serve on the executive committee.

“Nina is a quiet, low-key leader, who has the absolute respect of every lawyer at this firm,” Powers says. “She brings wisdom, great judgment and an amazing intelligence to every issue and every case.”

To understand Cortell’s success, thought processes and drive, you must examine her family and upbringing. Her knowledge and expertise are learned, while her intelligence and drive are inherited. She is, after all, the only Lion of the Texas Bar who is a descendant of Albert Einstein. Her grandmother and Einstein were cousins.

Anneliese Amelie Feibel, Cortell’s mother, was born in Frankfurt, Germany and later moved to Munich, where she worked as an au pair on the very block where Adolph Hitler lived. Her mother and two siblings were kicked out of German public schools as the result of anti-Jewish laws. They eventually fled to London and later to the U.S., where her brother became a furniture maker in Dallas.

When Hitler took over Luxembourg, Cortell’s grandparents fled to Marseilles, where they hid for a couple years. But in May 1944, shortly before D-Day, they were captured and sent to Auschwitz, where they were murdered by the Nazis.

Cortell’s father, Walter Louis Kocherthaler, was born in Madrid to a prominent German-Jewish family. He studied at Cambridge and the Sorbonne before moving to the U.S. in the mid-1930s, seeking a livelihood in the arbitrage business in New York City. He became a U.S. citizen when he joined the Army during World War II, serving in the intelligence branch as a translator for prisoners of war.

Feibel, who worked as a clerk at Republic National Bank, and Kocherthaler, who was a traveling salesman, met on a blind date in 1949 set up by mutual friends.

“After that first date, my mother told her friends from work that she had met the man she would marry,” Cortell says. “They married seven weeks later.

“My mother was a tumultuous character with a heavy German accent. She was a German Lucille Ball,” she says. “My dad changed his last name to Cortell. He was a gentleman in the greatest sense of the word – a true European, intellectual and soft-spoken.”

Even though Cortell grew up in a modest, one-story home, one room was dedicated as a library with books from floor to ceiling. Her father loved history and would read stories from books he was reading at bedtime. English was the second language in her home; German was primarily spoken. Education was a priority for her parents.

“I was raised [to understand] that I had to take care of myself,” she says.

For third grade show-and-tell, Cortell took Einstein’s pipe to school. One boy, she remembers, was so awed that he promised to never wash his hand ever again after holding the genius’s pipe.

In 1952, Einstein wrote a one-page note in German to Cortell’s parents congratulating them on Nina’s birth. He signed it, “Your Albert.”

Cortell graduated summa cum laude from the University of Texas in three years and then received her law degree in 1976 from UT, where she excelled in moot court.

During her second year, she set up interviews with 15 law firms. She received only one offer.

“People ask why I chose Haynes and Boone,” she says. “Well, Haynes and Boone chose me.”

Cortell was the 13th lawyer at Haynes and Boone, which now boasts more than 600 lawyers worldwide. Her first hourly billable rate was $50, roughly one-eightieth what it is today. In 1982, the firm made Cortell its first woman partner.

No single lawyer had more of an impact on Cortell than legendary trial lawyer George Bramblett, who died last year.

“The joy and love George had practicing law was infectious,” she says. “He taught us by being a superior role model.”

In an interview two months before his death, Bramblett told The Texas Lawbook that hiring Cortell was “the best decision I ever made as a lawyer.”

Cortell worked with Bramblett on most of her most important cases, which impressed upon her the need to remain professional and ethical even while zealously advocating for the client. During her decades-long career, Cortell has been thrust into some of the biggest civil lawsuits of her generation.

For example:

• During her rookie year at Haynes and Boone, she became involved in representing Texas International Airlines, which later became Continental Airlines, in litigation trying to force Southwest Airlines out of Love Field. The litigation lasted on and off for many years and eventually resulted in Continental Airlines being able to conduct flights out of Love Field.
• She represented Exxon Mobil against Lloyds of London when the global insurer refused to cover billions of dollars in costs spent by the Irving energy giant as part of the cleanup of the Valdez oil spill in Alaska.
• American Airlines turned to Cortell to successfully convince the court to significantly reduce a jury award against the Fort Worth-based airline in a dispute over whether signs with flight information on highways leading to the airport caused traffic crashes.
• Cortell also represented Texas public school systems in the decade-long legal battle over the financing of education. She obtained a ruling from the Texas Supreme Court overhauling the Texas public school finance system.

“It has been a true honor and privilege to represent the school children of Texas to improve our educational system,” she says. “The issue was ripeness. The case had been dismissed below and we were arguing that the Court should allow the case to proceed, to ensure needed reforms.”

Cortell concluded her argument at the Texas Supreme Court with a favorite quote from a Jewish text (Pirke Avot): “It is not incumbent upon you to complete the task, but neither are you free to desist from trying to do so.”

The justices ruled for Cortell’s clients, which set the stage for the ultimate victory in the case.

Like all of the other Lions of the Texas Bar, Cortell has experienced some embarrassing courtroom moments. One involved a contract dispute going to trial in 1978 – her second year of practice.

“It began horribly. I had been called to trial in two cases on the same day and for some reason thought a different case would proceed,” she recalls. “So, I spent the weekend completing my preparation … for the wrong case.

“I learned this when I went down to court on Monday morning, told Judge A that I would be trying a case in Judge B’s court,” she says. “Judge A overruled me, called Judge B to say I would proceed in Judge A’s court that very afternoon.

“That was followed by a very slow walk back to my office, to switch out the files in my trial briefcase and return to court to try a case I was not fully prepared to try,” she says.

Thankfully, the weather gods intervened that night and brought an unusual amount of snow to Dallas, which caused court to cancel the next day.

“The trial was re-set several months later,” she says. “You may rest assured that I was fully prepared for that setting — and happy to say I won the case. I’ve never been caught that flat-footed again.”

Cortell’s father died when she was 19, but her mother, who died in 1991, was able to see her argue a case to the Fifth Circuit in New Orleans.

“Mom was very concerned after the argument because Judge [Irving L.] Goldberg spoke harshly to me during oral argument,” Cortell says. “Mom was very pleased when I won the case.”

At age 65, Cortell shows no sign of slowing down. It is clear that she is in higher demand than ever before by corporate clients – especially those facing litigation at a bet-the-company level.

Trinity Industries hired Cortell as part of the legal team that last month successfully appealed a $663 million False Claims Act judgment stemming from a whistleblower’s claim regarding guardrail end terminals that were approved for use by the Federal Highway Administration.

Cortell’s current docket includes representing the Dallas Police and Fire Pension System in its ongoing legal disputes with the City of Dallas and ETP in its $535 million partnership disputes with Enterprise Products.

She also represents ExxonMobil in its legal battles with the state attorneys general of Massachusetts and New York regarding state investigations into allegations that the energy company knew but hid research on climate change.

“Nina is a superb attorney who always demonstrates the highest degree of integrity and intellectual advocacy in the courthouse,” Exxon Mobil General Counsel Randy Ebner says. “She is among the most respected advocates in the legal community and brings unparalleled civility into the courtroom.

“Her appellate advocacy skills, including her strategic analysis, creativity and phenomenal preparation results in the best possible representation for her clients,” Ebner says. “As a seasoned advocate, her passion and dedication to the profession has established her as a role model for future generations of attorneys.”[/fusion_text][/fusion_builder_column][/fusion_builder_row][/fusion_builder_container]

[fusion_builder_container hundred_percent=”yes” overflow=”visible”][fusion_builder_row][fusion_builder_column type=”1_4″ last=”no” spacing=”yes” center_content=”no” hide_on_mobile=”no” background_color=”” background_image=”” background_repeat=”no-repeat” background_position=”left top” hover_type=”none” link=”” border_position=”all” border_size=”0px” border_color=”” border_style=”” padding=”” margin_top=”” margin_bottom=”” animation_type=”” animation_direction=”” animation_speed=”0.1″ animation_offset=”” class=”” id=””][fusion_imageframe lightbox=”no” lightbox_image=”” style_type=”none” hover_type=”none” bordercolor=”#e2e2e2″ bordersize=”1px” borderradius=”0″ stylecolor=”” align=”none” link=”” linktarget=”_self” animation_type=”0″ animation_direction=”down” animation_speed=”0.1″ animation_offset=”” hide_on_mobile=”no” class=”” id=””] [/fusion_imageframe][/fusion_builder_column][fusion_builder_column type=”3_4″ last=”yes” spacing=”yes” center_content=”no” hide_on_mobile=”no” background_color=”” background_image=”” background_repeat=”no-repeat” background_position=”left top” hover_type=”none” link=”” border_position=”all” border_size=”0px” border_color=”” border_style=”” padding=”” margin_top=”” margin_bottom=”” animation_type=”” animation_direction=”” animation_speed=”0.1″ animation_offset=”” class=”” id=””][fusion_text]By Mark Curriden

(Nov. 1) – Billie Ellis was a baby lawyer just out of law school in 1978 when his bosses at Vinson & Elkins asked him to represent a long-time firm client in buying a $2 million mansion in River Oaks.

The transaction seemed simple enough, except Ellis’ client almost killed the deal when he learned the sellers were not including the $150 washing machine as part of the purchase.

“Tell you what,” Ellis told the millionaire client, “if you close this deal, I will buy you the washing machine for $150.” The buyer agreed, and the deal closed.

A few days later, Ellis put in a reimbursement request for the $150 Maytag, which the firm readily paid.

“It taught me that people can be irrational on personal issues and that lawyers need to find solutions to their problems,” says Ellis, who points out that he ended up representing the client in several other, much more significant business transactions.

With four decades of practicing law under his belt, Ellis is widely recognized as one of the best commercial real estate transactional lawyers in Texas history. He’s represented some of the most powerful and wealthy individuals in the state, including the Bass brothers, Richard Rainwater and David Bonderman.

“At the core of Billie is honesty,” says former TPG Capital General Counsel Clive Bode, who has worked with Ellis on various projects over nearly 40 years.

“Billie says what has to be said, even if you don’t want to hear it,” Bode says. “He follows all the rabbit trails in every transaction. He turns sharp corners. And he understands the economics of business deals.”

Even litigators appreciate the experience that Ellis brings to law firms.

“Billie is a Texas-sized character,” says Dallas trial lawyer Tom Melsheimer, a fellow partner with Ellis at Winston & Strawn. “Billie has been involved in and on the ground floor of some of the biggest and most influential private equity funds in the country – when most people had no idea what a private equity fund was.”

Born in Galveston, Ellis moved to a milk farm in East Texas with his family when he was six. They had about 60 head of Holstein cattle.

“My father worked seven days a week – no weekends or holidays off,” he says. “He got up every morning at 4:30 to milk the cows, even when he had a broken shoulder and pneumonia. He did it because he had to and because he had a passion for it.”

The oldest of three children, Ellis learned to drive the tractor when he was just a boy, and his father paid him $1.50 an hour.

“My father said I worked like a man and I should be paid for it,” he says. “My father never complained if the weather destroyed a crop that he nurtured for months. His grit, street smarts or – in our case – farm smarts, optimism and example prepared me for the much simpler life of Big Law.

“I hated farming, and I wasn’t very good at it. I knew there was life outside of Texas and I jumped at the first chance that came along,” he says.

When Ellis was 16, he had the opportunity to attend a boarding school in Kansas. He was so eager to leave the farm that he lied to his parents that school started on Aug. 20 – two weeks before it actually did.

Ellis attended the University of Texas, where he studied American history. He paid for his schooling by selling dictionaries door-to-door in California. He made about $25,000 for 10 weeks of work.

“If you can sell a dictionary to a housewife in Riverside, California, with two screaming kids pulling at her, you can easily convince a general counsel or private equity client to use the services of your internationally-known law firm,” he says.

In college, Ellis had visions of being a history professor, smoking a pipe, wearing wire-rimmed glasses and avoiding the real world. The idea of law school also intrigued him.

“I realized that making partner at a big law firm seemed easier than making tenure at a university,” he says.

After getting his MBA from Southern Methodist University and his J.D. from the University of Houston, Ellis went to work in Houston at V&E, which put him to work at an hourly rate of $40.

“V&E put me right to work and let me close deals,” he says. “The training was incredible. V&E was extremely entrepreneurial.”

After only three years at V&E, a small start-up law firm in Fort Worth called Kelly, Hart & Hallman called seeking a real estate lawyer.

“My wife was 7 months pregnant. I had just bought a house I could not afford, but something told me that this firm of eight lawyers who needed a real estate lawyer to represent a family called the Bass Brothers was a good bet,” he says. “Several of my fellow associates called me crazy. A few partners questioned my ability to reason and suggested I pay for reality therapy.

“Fort Worth was known as a cow town. It was both terrifying and exhilarating at the same time,” he says. “It turned out to be one of the best professional and personal decisions of my life.”

Ellis joined Kelly Hart in 1982.

His first client at his new firm was Fort Worth entrepreneur Jim Phiilips, who needed legal work done on covenants, conditions and restrictions involving a small townhouse development.

“I explained to Billie that I had a very limited budget, did not want anything complicated and needed only a simple two- or three-page set of covenants and restrictions,” says Phillips, who is now the chair of Fort Worth investment firm FundCorp. “A week later, Billie delivered 400 pages of state-of-the-art CCR documents. A few weeks later my monthly billing statement arrived with a balance due three or four times the budget I had given Billie.”

Phillips called Ellis to say he appreciated the “state-of-the-art documents,” but that it cost too much. Within an hour, Ellis was at Phillips’ house.

“He said he was delivering what I needed instead of what I wanted [and] the discussion concluded with him simply stating that he would charge me nothing for the work, wanted to keep me as a client and therefore would represent me from now on at no charge,” Phillips says. “I foolishly said that was ridiculous and agreed to pay his full bill.”

Ellis spent much of the next 17 years representing the Bass Brothers (Sid, Ed, Robert and Lee) in some of the most high-profile and complex corporate real estate transactions in the U.S.

“The Bass Brothers were some of the most important investors to come out of Texas,” he says. “They were Yale-educated, urbane and hired only the best professionals to lead their investments. In later years, they each went their separate ways and had their own business interests.”

One of Ellis’ earliest projects for Ed Bass came in 1984, when he posed as a Texas rancher to purchase 2,500 acres in Arizona.

“It was a very unique scientific and human experiment called Biosphere II,” he says. “The goal was to buy the land from the University of Arizona without tipping off the real owner or letting them know what the land was to be used for.”

Biosphere II was a decade-long experiment that included eight people living inside this self-contained settlement, or so-called “recreated Earth,” as a way to possibly settle Mars.

“The project included working on cutting edge construction contracts for perhaps the world’s largest geodesic dome to intellectual property and employment contracts for the scientist and layman that were scheduled to live in the dome for two years,” Ellis says.

Ellis mostly worked for Bob Bass. One of the highest profile deals they did was the purchase – and then quick resale – of the famous Plaza Hotel in New York.

Ellis was actually at the hospital with his wife, who was giving birth to the couple’s third child just before Christmas in 1987 when the phone rang. David Bonderman, who was the chief investment officer for Bob Bass, was calling about an urgent deal that needed to be done.

Just months earlier, Ellis had been playing golf at Fort Worth’s elite River Crest Country Club with Bass Brothers executive Don McNamara when his ball veered far off course toward this huge house that was being renovated by architect David Schwartz, who later designed Bass Hall and the Ballpark at Arlington.

“We were curious and decided to go inside the house to retrieve the ball and see what was going on,” Ellis says. “After a quick look at the empty house and getting our ball, we noticed that our golf shoes had left very slight marks on the newly installed hardwood floors.”

The house belonged to Bonderman, who he met a week later over a pastrami sandwich. (Ellis actually bought the house from Bonderman 15 years later.)

On the Christmas Eve call, Bonderman informed Ellis that they had learned that the Plaza Hotel was for sale and that a young, aggressive real estate developer named Donald Trump was interested. Bob Bass wanted to buy it first with the idea of selling later to Trump at a profit.

Three days after his daughter was born, Ellis and a team of 15 lawyers and paralegals set up camp at The Plaza. He spent 99 of the first 128 days of 1988 at the hotel facing Central Park. He billed 320 hours that January alone.

“Whether you are fighting a war or closing a deal, feeding the troops is very important,” he says. “I remember calling the kitchen at The Plaza one night and ordering 20 hamburgers, four fried chickens, onion rings, French fries, two apple pies and a gallon of ice cream.”

Once Bass finished the hotel’s acquisition from Westin in January 1988 for $250 million, Ellis immediately entered into negotiations with Trump and his advisers. He met Trump in his office, which Ellis says had its walls covered with magazines featuring Trump on their covers.

“I did not know Donald Trump from Adam,” Ellis says. “He asked me if I liked boxing and told me that he was advising Mike Tyson. He was much more low-key than he is now.”

In March 1988, Bass sold The Plaza to Trump for a reported $410 million – pocketing more than $150 million in profit in less than six months.

“Billie is detail-oriented to the point of being maniacal,” Bonderman says. “Billie comes across as a country boy, but he gets the best of those New Yorker lawyers.”

By September 1988, Bass, Bonderman and Ellis were hip-deep in an even larger deal – the acquisition of California-based American Savings and Loan Association, which was the largest thrift in the nation to fail.

The transaction involved the transfer of more than $30 billion in assets.

“We manually had to go through 34,000 loans,” he says. “There were thousands and thousands of pages of deeds and assignments and conveyances of mortgages and all the regulatory documents that went with it.”

Each asset had to be reviewed so that the Bass Brothers could understand the risks and costs. It was a yearlong task that had to be finished in four months.

Ellis and his team created an eight-volume document, which immediately was named “The Memo from Hell.” The memo essentially created a 100-page checklist for all the lawyers and staff to use as a guideline for examining assets.

“Billie had more briefing books and due diligence books in the American S&L deal than Quakers had oats,” says Bode.

Bonderman says it was typical Ellis.

“Billie is famous for his lists,” Bonderman says. “He has lists of lists.”

The $2.1 billion deal closed by the end of the year and was widely recognized by multiple legal publications, including the National Law Journal, as the “Deal of the Year” in 1988.

The 1990s produced even more deals for Ellis to handle, especially when Bonderman split from the Bass brothers to start the private equity fund Texas Pacific Group, now called TPG Capital. Bonderman turned to Ellis to handle parts of TPG’s $450 million acquisition of then-bankrupt Continental Airlines.

In 1999, Ellis left Kelly Hart to co-found with Bonderman a private equity fund called The Halifax Group, which has $220 million in investments in small-to-midsized healthcare companies and auto supply services.

Ellis sold his interest in The Halifax Group in 2004.

“I played golf for one month, but my golf game did not get any better, so I started talking to law firms about practicing again,” he says.

The leaders at Locke Lord asked him for his business development plan.

“I don’t have a business plan,” he told them. “But I have a lot of rich friends.”

Locke Lord was sold. During his dozen years at the Dallas-based corporate firm, Ellis represented TPG in several major transactions, including its $39 billion acquisition of Harrah’s Casinos.

“We had 141 linear feet of paperwork that we had to submit in the Harrah’s deal,” Bode says. “We had so much paper that we could not send the shit out by FedEx. We had to use multiple trucks to ship the documents to Las Vegas, Illinois, Louisiana and other places. It was a painful task, but Billie’s due diligence and leadership was significant in getting it done.”

Ellis says it was a deal with a lot of unusual requirements.

“We had 10 associates using planes, trains and automobiles to file documents with state regulatory agencies wherever Harrah’s had operations,” he says.

In February 2017, Ellis joined two-dozen other lawyers in opening the Dallas office of Winston & Strawn. He’s still representing TPG in several matters, including its Evergreen portfolio fund.

“I have been lucky to have worked very early on with some of the most important and well-known real estate and private equity investors in the 20^th and 21^st centuries,” he says. “This work not only included working on their premier transactions, but I also worked daily on taking care of their important and highly sensitive personal and family matters.”

Ellis agrees that the practice of law has changed during his 40 years in the business.

“When I started at Vinson & Elkins in 1978, a hard-working lawyer who had better-than-average legal and client development skills had a good chance of success,” he says. “Legal fees were important, but profits per partner and leverage were not the Holy Grail. Bills were sent out and paid without much debate.

“Today, a lawyer must possess superior legal and client development skills, be a student of the legal markets, be on the leading front of innovation and have a nuanced understanding of her clients,” he says.

“My dad is 87 and he still goes to work every day and loves it,” Ellis says. “So, I want to continue as long as I can contribute.”

Bonderman doubts Ellis will call it quits anytime soon.

“I don’t think Billie will ever retire,” he says. “He loves it too much.”[/fusion_text][/fusion_builder_column][/fusion_builder_row][/fusion_builder_container]

[fusion_builder_container hundred_percent=”yes” overflow=”visible”][fusion_builder_row][fusion_builder_column type=”1_4″ last=”no” spacing=”yes” center_content=”no” hide_on_mobile=”no” background_color=”” background_image=”” background_repeat=”no-repeat” background_position=”left top” hover_type=”none” link=”” border_position=”all” border_size=”0px” border_color=”” border_style=”” padding=”” margin_top=”” margin_bottom=”” animation_type=”” animation_direction=”” animation_speed=”0.1″ animation_offset=”” class=”” id=””][fusion_imageframe lightbox=”no” lightbox_image=”” style_type=”none” hover_type=”none” bordercolor=”” bordersize=”0px” borderradius=”0″ stylecolor=”” align=”none” link=”” linktarget=”_self” animation_type=”0″ animation_direction=”down” animation_speed=”0.1″ animation_offset=”” hide_on_mobile=”no” class=”” id=””] [/fusion_imageframe][/fusion_builder_column][fusion_builder_column type=”3_4″ last=”yes” spacing=”yes” center_content=”no” hide_on_mobile=”no” background_color=”” background_image=”” background_repeat=”no-repeat” background_position=”left top” hover_type=”none” link=”” border_position=”all” border_size=”0px” border_color=”” border_style=”” padding=”” margin_top=”” margin_bottom=”” animation_type=”” animation_direction=”” animation_speed=”0.1″ animation_offset=”” class=”” id=””][fusion_text]By Mark Curriden

(Dec. 6) – Forty-eight years ago, George Bramblett picked his first jury and tried his first case.

Out of law school only a little more than a year, Bramblett represented an insurance company refusing to compensate an extraordinarily sympathetic victim of a car crash, for his injuries.

The facts were simple: A University of Texas football player driving on I-35 near Hillsboro fell asleep at the wheel of his vehicle. His car swerved and hit another car driven by a U.S. soldier.

“When I first saw the facts of the case, I understood why other lawyers didn’t want to defend it,” Bramblett told The Texas Lawbook.

Bramblett developed a legal argument and strategy that many thought was risky. He admitted liability. The facts, after all, were clear. But he challenged the plaintiff’s claims for damages.

“Our theory was to agree that the accident was our fault, but that the plaintiff was not injured nearly as severely as he claimed,” he said. “In fact, we demonstrated that he clearly exaggerated his injuries.”

The two-day trial ended with the jury finding for the plaintiff, but it awarded zero damages.

Bramblett passed away in November after five remarkable decades as one of the most successful and respected commercial trial lawyers in the Southwest, which is quite a compliment when you realize that he practiced in an era when trial lawyers reigned as gods in Texas.

“George was the best of what trial lawyers should be,” said appellate law specialist Nina Cortell, who was recruited by Bramblett to join Haynes and Boone. “George loved the law and his love was infectious for all lawyers.”

Cortell and others say Bramblett was successful because he engaged with jurors on a personal level.

“I enjoyed cases that many considered unwinnable or cases that featured unsympathetic clients,” Bramblett said. “Plus, I loved being in court. It was exhilarating.”

As Bramblett racked up courtroom victories, an increasing number of unpopular clients or clients with unpopular causes came calling for his services. He represented Exxon Corp. in part of the Valdez oil spill litigation. He defended the Catholic Diocese of Dallas in cases involving priests abusing children. He advocated for wealthy public school systems in the school finance dispute.

The scores of lawyers he mentored at Haynes and Boone credit Bramblett for the success they’ve witnessed in the practice of law.

“Every trial lawyer at Haynes and Boone enjoyed the George Bramblett dividend,” AT&T General Counsel David McAtee said. “Judges knew that lawyers who worked for George would be expected to know the law, be prepared for the hearing or trial and that their word was credible.

“George is truly one of the best trial lawyers to step foot into a Texas courtroom,” McAtee said.

Bramblett said that younger lawyers are every bit as smart and talented as those in his generation, but that they don’t have the courtroom experiences. He said it is because the number of jury trials has plummeted due to tort reform and the growth of arbitration and mediation.

“We were really in a golden era, when there were a lot of trials and lawyers got along much better,” he said. “We tried a lot of cases, but let’s be fair, they were not life-ending cases. But they allowed lawyers to get good experiences. I lament the passing of that era.

“The legal community is not the same today,” he said. “We don’t see each other. We don’t socialize. We don’t go out to drink with colleagues as much.

“That camaraderie maybe gone for ever,” he said.

Bramblett grew up in El Durado, Ark. – about 15 miles from the Louisiana border. His father operated crematories. In high school, Bramblett spent his summers working at a local radio station, which was owned by the mayor, as a disc jockey who went by the handle “Captain George.” Part of his job was reading news to listeners.

“It was one of the biggest events in my life,” he said. “I loved being a DJ.”

Bramblett’s first taste of the law came in the late 1950s when the local county treasurer claimed he had been robbed. Prosecutors, however, argued that the official, who was a war hero who lost both of his legs during World War II, had actually committed the robbery himself because he was having an affair.
“It was so scandalous at the time,” he said. “The newspapers were filled with the details of the testimony, which were fascinating. The trial focused my attention on the law and lawyers and I was hooked.”

Bramblett attended Southern Methodist University because his uncle was a golf coach at the college. In 1963, he graduated with a bachelor’s degree in history and liberal arts. He spent the next three years at SMU Dedman School of Law, where he was captain of the national moot court team.

Vial Hamilton, a prominent Dallas law firm that focused on insurance defense, recruited Bramblett to its litigation practice and quickly it put him to work.

Bramblett said his early days of practicing law were very different from today. For example, he took 45 cases to trial during his six years at Vial.

“We had a volume practice,” he said. “We handled a lot of small dollar cases. Today, most people would not think the cases were important, but they were important to the insurance companies.

“I’m not here to romanticize the old days,” Bramblett said. “There were very few opportunities for women and minorities. Compensation was not great. School teachers made as much as I did, which was about $550 a month.”

“When I started, the Dallas Bar actually had a fee schedule for lawyers – a fee schedule for hourly rates and how much we could charge for divorces and whatever,” he said. “We eventually learned that it was an antitrust violation, so we had to back off of that. But it shows you how really archaic our system was in terms of fees.”

In 1974, friend and fellow lawyer Mike Boone asked Bramblett to join his young law firm to lead its litigation practice.

“Hiring George was one of the most important reasons Haynes and Boone became a successful law firm,” Boone said. “George has great judgment – both in the courtroom and in managing a law firm. He knows when to push an issue and when to walk away.”

Boone and others credit Bramblett with the firm’s decision to recruit, hire and promote women lawyers, including Nina Cortell, Lynne Liberato and Anne Johnson, who are widely regarded as three of the most talented appellate lawyers in Texas.

It did not take long for Bramblett and Haynes and Boone to grab the attention of companies and business leaders.

Sunshine Mining Co. hired Bramblett in 1981 to lead litigation over a national tender offer. Sunshine wanted to buy Silver Dollar Mining and two other companies. The leadership of those three companies sued Sunshine Mining to stop it from presenting the offer to Silver Dollar shareholders.

Silver Dollar hired Wall Street’s most preeminent law firm, Cravath, Swaine & Moore. Cravath made a three-pronged argument: Sunshine failed to disclose the size of the reserves of the three companies; Sunshine was actually controlled by Arabs, pointing out that Mediterranean Investors Group were significant investors; and Sunshine’s offer was essentially too low.

During a four-day bench trial in Spokane, Wash., Bramblett told U.S. District Judge Justin Quackenbush that he should only decide whether Sunshine’s “offering statement” adequately and accurately described the facts – not whether the offer should be more or less.

Bramblett also argued that Sunshine was majority-owned and operated by West Texas investors. Mediterranean was only a 22 percent investor, he said.

Then Bramblett went on the offensive. He argued that the management at the three companies, which initiated the litigation, had conflicting interests with those they supposedly represented.

“The plaintiffs have lucrative management contracts,” Bramblett told the judge, according to the Spokane Daily Chronicle. “The plaintiffs are protecting their own personal self-interests.”

Judge Quackenbush rejected all of Cravath’s arguments and handed Bramblett his first high-profile securities litigation victory.

“I’ve had the opportunity to face in court some of the best lawyers in America,” Bramblett said. “Frank Branson. Harry Reasoner. I’ve won some and lost some, but it is always exciting to be asked by clients to represent them in huge cases.”

Exxon Corp. General Counsel Charles Matthews did exactly that in 1993. He asked Bramblett to co-lead the oil giant’s lawsuit against Lloyds of London involving insurance claims resulting from the March 1989 Valdez oil spill in Alaska.

Lloyds denied coverage, claiming that the Valdez oil tanker’s crash into Bligh Reef in Prince William Sound was not an accident. Instead, the insurance conglomerate argued that Exxon was reckless because the company knew that Valdez Captain Joseph Hazelwood had a drinking problem and allowed him to pilot the ship intoxicated.

Bramblett spearheaded the motions for summary judgment, privilege disputes and the charge to the jury.

The jury, after a 10-day trial, found for Exxon and awarded $420 million.

Exxon called Bramblett again in 2004 and again Bramblett delivered. He secured a nationwide injunction prohibiting the environmental group Greenpeace from disrupting the Irving-based company’s annual shareholders meeting and business operations.

“It is always nice when a client keeps coming back to you for help and guidance,” he said.

In 1997, the Catholic Diocese of Dallas hired Bramblett after a jury found the church covered up facts that one of its priests sexually molested children. The jury awarded the children $119 million.

“The bishop wanted me to review the case for a possible appeal but also to see about settling it out of court and avoiding bankruptcy,” he said. “The case was very intense. It was very personal for everyone. The case was difficult and the issues were difficult, but that is what we are hired to do – deal with difficult issues.”

Bramblett negotiated a $24 million settlement. The deal also required the bishop to personally apologize for the abuse and recognize the pain that the victims suffered.

In 2001, a handful of wealthy public school districts in Texas hired Bramblett to sue the state, claiming that the formula used to finance public education unconstitutionally discriminated against the more affluent schools.

“So many people told us that our strategy and effort was hopeless,” he said. “There was very little sympathy for Highland Park, Plano and the richer school districts, which was an element of the case that we had to address.”

Bramblett and his team took the case to the Texas Supreme Court twice and won both times. After a six-week trial in 2004, Travis County District Judge John Dietz declared the state’s school financing formula unconstitutional – a decision upheld a year later by the Texas Supreme Court.

“The Court’s ruling means that the Legislature must build financial capacity into the school funding system so that districts can hire quality teachers and provide the type of programming that communities across our state need and expect,” Bramblett told the news media the day the decision came down. “The Court reaffirmed that the Legislature has a constitutional duty to provide an adequate level of funding for our public educational system and that this duty is enforceable in court.”

The practical effect was that the state increased its funding of public education by $2 billion.

“There’s no better feeling than when you are able to make such a significant contribution to the community,” Bramblett said.

The courtroom successes continued to pile up.

In 2011, several fans who purchased tickets for Super Bowl XLV in Irving at AT&T Stadium sued the National Football League on claims they were displaced from their promised seating or they were given seats with obstructed views. The plaintiffs sought $100 million in damages.

The NFL hired Bramblett. During the next two years, Bramblett and his colleagues at Haynes and Boone convinced the federal judge hearing the case to dismiss the claims by most of the plaintiffs. The judge also struck seven of the eight causes of action sought by the fans who remained in the lawsuit.

In 2015, a jury awarded $76,000 to the plaintiffs – not quite the $100 million they initially wanted.

In April 2016, Bramblett and lawyers from Kirkland & Ellis convinced a federal jury in Dallas to reject claims by a pharmaceutical industry whistleblower that Abbott Labs fraudulently convinced doctors and hospitals to falsely code claims to Medicare. The False Claims Act lawsuit sought hundreds of millions of dollars in damages.

The three-week trial ended with the jury rejecting all claims by the whistleblower.

Bramblett says the Abbott Labs trial may have been his last.

“I’m not sure that I’m going to try any more cases,” he said. “I’m 76 and trials are physically challenging.

“I can tell you this,” he concludes, “it has been a great run.”[/fusion_text][/fusion_builder_column][/fusion_builder_row][/fusion_builder_container]

[fusion_builder_container hundred_percent=”yes” overflow=”visible”][fusion_builder_row][fusion_builder_column type=”1_4″ last=”no” spacing=”yes” center_content=”no” hide_on_mobile=”no” background_color=”” background_image=”” background_repeat=”no-repeat” background_position=”left top” hover_type=”none” link=”” border_position=”all” border_size=”0px” border_color=”” border_style=”” padding=”” margin_top=”” margin_bottom=”” animation_type=”” animation_direction=”” animation_speed=”0.1″ animation_offset=”” class=”” id=””][fusion_imageframe lightbox=”no” lightbox_image=”” style_type=”none” hover_type=”none” bordercolor=”” bordersize=”0px” borderradius=”0″ stylecolor=”” align=”none” link=”” linktarget=”_self” animation_type=”0″ animation_direction=”down” animation_speed=”0.1″ animation_offset=”” hide_on_mobile=”no” class=”” id=””] [/fusion_imageframe][/fusion_builder_column][fusion_builder_column type=”3_4″ last=”yes” spacing=”yes” center_content=”no” hide_on_mobile=”no” background_color=”” background_image=”” background_repeat=”no-repeat” background_position=”left top” hover_type=”none” link=”” border_position=”all” border_size=”0px” border_color=”” border_style=”” padding=”” margin_top=”” margin_bottom=”” animation_type=”” animation_direction=”” animation_speed=”0.1″ animation_offset=”” class=”” id=””][fusion_text]By Mark Curriden

(Aug. 21) – Phil Hardberger was only a few years out of law school when he agreed to represent Jimmy Robinson in a West Texas million-dollar medical malpractice case.

The trial was big news in San Antonio. After all, $1 million was big money in 1972.

Robinson was an addict with a lengthy list of troubles at home and with the law. He had entered a treatment program at San Antonio’s largest and most respected Catholic hospital when a guard at the medical center grabbed him by the leg and threw him to the ground. Robinson sustained a horrific head injury. He was left a paraplegic.

“The testimony during the two week trial was that it sounded like someone dropped a watermelon on the floor,” Hardberger says. “My client was no angel, but he didn’t deserve this.”

Everyone told Hardberger that he had a loser case and that he would never get any money for Robinson.

“The hospital offered us $50,000 to settle, and the judge was a Catholic who prayed at the church every morning before court,” he says. “We had a lot of obstacles to overcome.”

During deliberations, the jury sent a note to the judge asking if they were limited to the $1 million Hardberger sought in damages. The judge said no. The jury awarded Robinson $2 million.

“I quickly amended my complaint between the time the jurors asked the question and when they returned the verdict to seek more than $1 million,” Hardberger says.

Hardberger has had an extraordinary 48-year career. In fact, his commitment to public service, the legal profession and his community is nearly unparalleled. He’s been an Air Force captain, successful trial lawyer, respected and prolific appellate judge, celebrated pilot, wildly popular mayor and maritime aficionado.

At age 82, he’s not done yet.

In 2009, Hardberger joined San Antonio legal powerhouse Cox Smith as a partner in its appellate and public law sections. Last year, Cox Smith merged with Detroit-based Dykema.

Born in Morton, Texas, Hardberger worked in the cotton mills as he attended high school. After graduating from Baylor University in 1955, he joined the Air Force, where he piloted B-47 bombers. He enrolled at Columbia University in 1958, earning a master’s degree in journalism.

In 1960, he moved to Washington, D.C. to become an executive assistant to Peace Corps founder Sargent Shriver. He followed Shriver to the Office of Economic Opportunity, where he served as special assistant.

At night, Hardberger started taking classes at Georgetown University Law Center, where he received his doctor of jurisprudence.

The truth is, Hardberger could have had any job he wanted. Large corporate law firms came calling. Prosecutors and government leaders tried to lure him.

“I decided I wanted to be closer to my family and I wanted to try cases,” he says. “I asked everyone I knew who the best lawyer in West Texas was. Everyone said it was Warren Burnett. So, I moved to Odessa. It was amazing training.”

The New York Times described Burnett as a “whiskey-swigging, Shakespeare-quoting” legendary trial lawyer who won cases everyone believed impossible.

Only on the job for a few weeks, Hardberger was riding with Burnett to court when his mentor handed him a file. It was his first case as lead counsel.

“I was excited and then he said, ‘Oh, and its going to trial today,’” Hardberger says. “An hour later, I was picking a jury.”

The civil lawsuit was a worker’s compensation case. The insurance company offered $1,800. Hardberger sought $14,200, which was the most money allowed at the time in worker’s comp disputes.

“I was scared to death,” he says. “The time you wait on the jury deliberating is very stressful.”

To Hardberger’s relief, the jury returned with a compromise verdict: $8,500.

“Every Saturday, Burnett ‘invited’ all the lawyers who worked for him to the office, where he provided beer, liquor and handed out cases for the next week,” he says. “It was an invitation in name only. We all knew we better be there.”

Burnett, he says, pushed his lawyers to take cases to trial.

“I settled one case and it was the only time Warren chewed me out,” he says. “He told me that if he wanted to settle the case, he could have done it himself,” he says. “It was the only case I ever settled while working for Warren.”

Indeed, Hardberger represented clients in more than 100 jury trials during his 25 years as a private lawyer. Four times, including the Robinson case, jurors awarded his clients more money than they sought. After a couple years with Burnett, Hardberger went out on his own.

In 1973, Hardberger was having coffee with fellow West Texas attorney Frank Herrera.

“Phil was operating his law firm out of a phone booth,” Herrera says. “Phil was never known for his fashion sense. He would wear loafers and checkered sox. We were both liberal in our politics and we came from poor origins.”

The duo decided that day to create a law firm they would keep for more than a decade.

“Our office was literally a shoeshine booth,” Herrera says. “Our rent was 50-cents a square foot. We had a great view of the river and we were just across the street from the courthouse.”

Hardberger and Herrera tried their first five cases as partners together. They lost all five.

“One of the judges told us, ‘You guys are good lawyers, but you can’t do shit together,’ ” Herrera says. “You should try cases separately.”

In 1977, Hardberger took a vacation to pilot a single-engine airplane across the Atlantic Ocean. It was the 50^th anniversary of the same flight taken by Charles Lindbergh. The FAA later recognized Hardberger with the “Wright Brother’s Master Pilot” award.

Hardberger’s biggest – and possibly his most important – case may have been in 1978 when he was hired by the national Sierra Club, which wanted to sue local, state and federal officials to stop the development of a huge planned community.

The development was being built directly above the main water supply for the city of San Antonio.

“During the progress of the case, lawyers for the [governmental agencies] kept making concessions and promising the developers would not do certain things or would make specific changes – all in an effort to convince the judge to rule their way,” he says.

The trial lasted three weeks. Hardberger sought injunctive relief.

“Phil was a surgeon on cross-examination,” Herrera says. “He would slice up defense witnesses, but he did it in this southern folksy manner. Juries ate it up.”

So did judges.

“At the end of the case, the trial judge ruled that the development could legally proceed, but the judge had written down every concession the defendants made,” he says. “The judge included every one of those concessions in his order, which basically made the project too expensive to proceed.”

The development was eventually abandoned and San Antonio’s water supply was not impacted.

While the Sierra Club case was being fought, Hardberger was hired by the Hispanic political organization LaRaza United to represent the former school superintendent of Crystal City.

Then-Texas Attorney General John Hill charged Angel Noe Gonzalez with eight counts of misusing state funds for political purposes. Hill, who was setting up his campaign for governor, claimed that Gonzalez used the money to compensate political friends with “no-show jobs.”

Others claimed that Hill brought the charges to destroy the LaRaza organization as a political party.

“The newspapers were very hostile toward us. The public was against us. All law enforcement, including the Texas Rangers, were against us,” Hardberger says. “The judge gave me no breaks during the case and he made it clear how he wanted the jury to rule.”

At the end of the two-week trial, Hardberger unveiled a six-foot-tall, 30-foot-long roller paper that stretched across the courtroom.

“I showed jurors every meeting, every phone call, every report submitted, every invoice signed and every activity these two workers did as part of their jobs,” he says.

The jury deliberated for the better part of a day before finding Gonzalez “not guilty” on all counts.

“I didn’t win every case, but I learned to trust the wisdom of the 12 men and women in the jury box,” he says.

In 1992, Gov. Ann Richards appointed Hardberger to the state’s Fourth Court of Appeals in San Antonio. In 1996, voters elected him to serve an additional six years as the appellate court’s chief justice.

During his decade on the bench, Hardberger was a prolific writer, authoring about 350 majority opinions and more than 1,000 total opinions.

“Phil is a scholar at heart,” Herrera says. “As a judge, he believed that facts matter and that juries were as much a part of the democratic form of government as voting.”

Hardberger will forever be identified by many in the Texas legal profession as the author of a 1998 St. Mary’s Law Journal article titled “Juries Under Siege.” The lengthy exposé chronicled efforts by elected officials to undermine the role and power of juries in civil disputes.

In 2003, Hardberger called it quits. He decided to step away from public life and the law.

“I bought a boat and I planned to sail off into retirement,” he says.

Then, Hardberger’s phone rang again. The San Antonio City Council members had been convicted for bribery. People wanted him to run for mayor. At first, he declined.

No individual had ever been elected mayor of San Antonio without first serving on the city’s governing council. Hardberger had never even been to a city council meeting. But the calls continued and finally he agreed.

“Opponents said I didn’t know where the bathroom was at city hall,” he says. “I admitted that was true but that I would find out where it was pretty quickly.”

Hardberger was 68. His main opponent was Julián Castro, who was 30.

The election was close. Hardberger won 51 percent to 49 percent. During his four years as mayor, he engineered the extension of the River Walk beyond downtown, expanded Main Plaza and helped build the Tobin Center for the Performing Arts.

Just weeks after taking office, Hurricane Katrina hit New Orleans. While many other mayors declined to openly invite refugees from the flooding, Hardberger welcomed more than 35,000.

The New Orleans Saints cited Hardberger’s generous assistance to the people of southern Louisiana when it announced it would play half of its NFL games in San Antonio’s Alamodome.

Hardberger received 77 percent of the vote when he was re-elected to a second two-year term in 2007. When he left office in 2009, his approval rating stood at 80 percent.

Once again, Hardberger retired. Once again, it was short-lived. Ten months into his new life on his boat, lawyers at Cox Smith – San Antonio’s largest law firm – called, offering him a job.

“The firm made me a very attractive offer,” he says. “I get to work with younger lawyers and be involved in some of the more interesting appellate cases.

“Most importantly, I get three months of vacation every summer,” Hardberger says.[/fusion_text][/fusion_builder_column][/fusion_builder_row][/fusion_builder_container]

[fusion_builder_container hundred_percent=”yes” overflow=”visible”][fusion_builder_row][fusion_builder_column type=”1_4″ last=”no” spacing=”yes” center_content=”no” hide_on_mobile=”no” background_color=”” background_image=”” background_repeat=”no-repeat” background_position=”left top” hover_type=”none” link=”” border_position=”all” border_size=”0px” border_color=”” border_style=”” padding=”” margin_top=”” margin_bottom=”” animation_type=”” animation_direction=”” animation_speed=”0.1″ animation_offset=”” class=”” id=””][fusion_imageframe lightbox=”no” lightbox_image=”” style_type=”none” hover_type=”none” bordercolor=”” bordersize=”0px” borderradius=”0″ stylecolor=”” align=”none” link=”” linktarget=”_self” animation_type=”0″ animation_direction=”down” animation_speed=”0.1″ animation_offset=”” hide_on_mobile=”no” class=”” id=””] [/fusion_imageframe][/fusion_builder_column][fusion_builder_column type=”3_4″ last=”yes” spacing=”yes” center_content=”no” hide_on_mobile=”no” background_color=”” background_image=”” background_repeat=”no-repeat” background_position=”left top” hover_type=”none” link=”” border_position=”all” border_size=”0px” border_color=”” border_style=”” padding=”” margin_top=”” margin_bottom=”” animation_type=”” animation_direction=”” animation_speed=”0.1″ animation_offset=”” class=”” id=””][fusion_text]By Mark Curriden

(Feb. 13) – Harold Kleinman was on the job at Thompson & Knight only a couple weeks when he was assigned a case involving a corporate officer of a firm client who had invested in a project that claimed to produce sows with extra ribs.

The dispute was whether a sow was pregnant or not. Only a few hundred dollars were at stake. Kleinman says the evidence was clear.

“The sow was not pregnant, and there were no extra ribs,” Kleinman says. The case settled before trial with the client getting his money back.

Kleinman’s time in litigation was short-lived. He spent two years in the law firm’s tax department before being transferred to mergers and acquisitions.

Six decades later, Kleinman is considered a pioneer of the modern-day corporate M&A law practice in Texas. He has represented Neiman Marcus, Centex, Lone Star Steel, Noble Energy and Lennox International in landmark mergers and acquisitions.

He led Thompson & Knight for decades, making the firm a powerhouse in the energy sector. And he was a founding father of Texas Access to Justice, which provides funding for poor people to have a lawyer.

Kleinman, now 86, sees himself in a much simpler light.

“I was just a lawyer who represented clients and believed everyone deserved a fair shake under the law,” he says.

One of the most prestigious awards honoring lawyers and judges in Texas for their commitment to the legal profession and public service is called the Harold F. Kleinman Award. Former Texas Supreme Court justices Deborah Hankinson, Tom Phillips and Craig Enoch are past recipients of the Kleinman Award.

“It is very nice having that award named after me – an extraordinary honor,” he says.

“Anything worthwhile that I may have accomplished is directly attributable to the culture and talent of the firm I was fortunate enough to join.”

He also readily admits that he wouldn’t have experienced any professional achievements without the support of his wife, Ruth, who he met in college more than six decades ago.

Kleinman was born in Dallas in 1930. His parents, who were immigrants from Eastern Europe, owned and operated a clothing store on Elm Street in Deep Ellum, but moved to West Texas when Kleinman was still a boy. They lived in McCamey, an oil boomtown during the 1930s when Humble Oil operated a refinery there.

He went to college and law school at the University of Texas in Austin, where he received his law degree in 1954. He says it wasn’t difficult getting into law school back then because “all you had to do was show up.”

“Having experienced Austin, I really didn’t want to go back to the small town,” he says.

Kleinman was drafted as the Korean War was winding down. The U.S. Army originally signed him to work with a dental team.

“The dentist found out I was a lawyer and he was furious,” he says. “He walked me over to the Judge Advocate General’s office and told me he was leaving me there.”

He served two years as a Private First Class, spending most of his time at Fort Lee in Virginia.

“I handled all sorts of military matters and business issues involving huge contracts, including some over-billing by contractors,” he says.

In 1956, Kleinman went searching for a job. He was the first lawyer on either side of his family. He wanted to move to Houston, but most of the corporate firms there still didn’t hire many Jews.

The Dallas firm Thompson, Knight, Wright & Simmons – later renamed Thompson & Knight – offered him a lawyer position for $300 a month.

“There was no such thing as billable hours back then,” he says. “We just sent the client a bill that we thought was fair.”

Partners initially assigned Kleinman to work in the firm’s litigation section.

“The idea was that you first had to learn to be a general lawyer and then you could be a specialized lawyer,” he says. “Looking back, it was an excellent idea. Being in litigation taught me what can go wrong if a contract is flawed. I still think law firms should consider doing that.”

The young associate spent two years at the firm in litigation and two years in the tax law department before being assigned permanently to the corporate M&A section.

Kleinman says the corporate law practice blossomed in the 1960s and 1970s as more companies went public.

In 1968, Kleinman helped long-time Thompson & Knight client Neiman Marcus merge with California-based Broadway-Hale Stores. He then advised the combined company when it went public a couple years later.

General Portland, then the second largest cement producer in the U.S., hired Kleinman in 1980 to represent the company against a hostile takeover effort by French cement giant Lafarge Corp. The dispute sparked litigation, but Kleinman eventually helped engineer a settlement between the two corporations.

“We did such a vigorous job representing General Portland that Lafarge hired us to handle its legal matters in the U.S.,” he says. “That is always a nice way to gain a client, when they have learned to respect you as a lawyer against them.”

Kleinman also represented homebuilder Centex and air conditioning and heating giant Lennox International in several M&A and corporate transactions. Accounting firm Arthur Anderson hired him to advise it on a myriad of legal issues.

“Harold was the go-to lawyer for Noble Energy for many years,” says Jeff Zlotky, a former partner at Thompson & Knight who is now general counsel at Dallas-based Natural Gas Partners. “The most iconic company in Texas – Lone Star Steel – viewed Harold Kleinman as their guy, their lawyer. He was a critical adviser to George W. Bush and the Texas Rangers when the team was sold to Tom Hicks [in 1998].

“Harold was the busiest lawyer in Dallas, but he always returned the calls of young lawyers,” Zlotky says.

In 1977, Thompson & Knight partners named Kleinman the firm’s managing partner – a position he held for a dozen years.

“He led the firm during its greatest growth,” Zlotky says.

Two of Kleinman’s lasting legacies are his role in the creation of Texas Access to Justice and his five children.

Two of his sons are lawyers – Pioneer Natural Resources General Counsel Mark Kleinman and Bill Kleinman, who is a corporate law partner at Haynes and Boone. He has three non-lawyer children – Lee is a member of the Dallas City Council, Jay is an executive in the healthcare industry, and Max was a partner at a prominent global consulting firm.

[/fusion_text][/fusion_builder_column][/fusion_builder_row][/fusion_builder_container]

[fusion_builder_container hundred_percent=”yes” overflow=”visible”][fusion_builder_row][fusion_builder_column type=”1_4″ last=”no” spacing=”yes” center_content=”no” hide_on_mobile=”no” background_color=”” background_image=”” background_repeat=”no-repeat” background_position=”left top” hover_type=”none” link=”” border_position=”all” border_size=”0px” border_color=”” border_style=”” padding=”” margin_top=”” margin_bottom=”” animation_type=”” animation_direction=”” animation_speed=”0.1″ animation_offset=”” class=”” id=””][fusion_imageframe lightbox=”no” lightbox_image=”” style_type=”none” hover_type=”none” bordercolor=”” bordersize=”0px” borderradius=”0″ stylecolor=”” align=”none” link=”” linktarget=”_self” animation_type=”0″ animation_direction=”down” animation_speed=”0.1″ animation_offset=”” hide_on_mobile=”no” class=”” id=””] [/fusion_imageframe][/fusion_builder_column][fusion_builder_column type=”3_4″ last=”yes” spacing=”yes” center_content=”no” hide_on_mobile=”no” background_color=”” background_image=”” background_repeat=”no-repeat” background_position=”left top” hover_type=”none” link=”” border_position=”all” border_size=”0px” border_color=”” border_style=”” padding=”” margin_top=”” margin_bottom=”” animation_type=”” animation_direction=”” animation_speed=”0.1″ animation_offset=”” class=”” id=””][fusion_text]By Mark Curriden

(April 26) – Michael Boone was 24 years old and sitting through a corporate securities class at SMU Dedman School of Law when the professor asked him to stay after class.

“I thought I was in trouble,” Boone says. “I had no idea what he wanted, but he completely shocked me.”

Professor Richard Haynes, who was 35, said he wanted Boone to join him in starting a law firm.

Boone graduated that fall of 1967 and joined Haynes in a two-person firm. They focused on helping businesses raise money through initial public offerings.

In early 1968, Boone and Haynes represented Oklahoma-based Comptran Corp., an information technology firm that handled billing and receivables for business clients. Weeks later, a Garland-based parts supplier for microchips turned to the duo to handle its IPO.

“Companies would go public at $5 per share and quickly shot to $20,” says Boone. “During the first two years, we did between 15 and 18 IPOs. We worked 24/7 – hundreds of hours a month. It was very exciting.

“My hourly rate was $25 an hour,” he says. “Our total revenues were not quite $200,000. Rent was cheap and we didn’t need a lot of space.”

Five decades later, Boone charges $995 an hour. The firm now has 530 lawyers, $375 million in annual revenues, 12 offices in the U.S. and outposts in Mexico City and Shanghai. And the firm occupies six floors at One Victory Park near the American Airlines Center in downtown Dallas.

“A great deal has changed about being a lawyer during the past five decades,” Boone told a CLE program at the SMU Dedman School of Law in 2016 hosted by The Texas Lawbook. “Lawyers today approach the law totally different. We never see the lawyers on the other side of a deal.”

Haynes passed away in 2006 and Boone, who is 75, stepped away from firm management a few years ago There is little doubt, however, that he is still recognized as one of the go-to lawyers for corporate deal-making in North Texas.

“Mike is a lawyer-counselor in the true sense,” says AT&T General Counsel David McAtee. “He is trusted by everyone. His character as a person and a lawyer is above reproach. CEOs and general counsel call Mike for advice on much more than just legal issues.”

Boone helped negotiate the location of the Ray Nasher museum in the Dallas Arts District. He represented the Dallas Mavericks and Stars in their contract talks with the American Airlines Center. He was part of the legal negotiations that brought thoroughbred horse racing to Grand Prairie.

And he was Southern Methodist University’s point man in convincing the Bush Foundation to locate the George W. Bush Presidential Library at the school.

Despite practicing law for 50 years, Boone has no immediate plans to retire.

“I’m going to keep going until my brain stops working,” he says. “I’m involved in a multibillion-dollar transaction for a client right now. I love being a lawyer. I love being able to help people and companies solve their problems.

“The greatest high is when someone says that you help save his or her company,” he says.

Boone worries about the future of the legal profession.

“We do not have a good reputation as lawyers,” he says. “We are seen as takers – not as givers. Since 2000, productivity has gone down. We are working less hours, but we are making it up by raising rates at an incredible rate.

“If you are a good lawyer, the money will take care of itself,” he says.

Born in a farmhouse, Boone’s family moved to Dallas when he was five. He attended Highland Park High School and SMU for college (graduating with an accounting degree) and law school.

Boone worked so hard and was so quickly successful that Haynes made him a partner in 1970 after only two-and-a-half years on the job.

“Dick initially paid me $450 a month and an extra $50 to teach his daughters to swim,” he says. “Most law firms had three to six names in their title, but Dick wanted only two names on the door, as they did it in London.”

Seven of the companies that went public during those first two years remained firm clients for many years, including Triton Oil & Gas Corp, which later became Hess Corp.

In 1972, Boone landed First National Bank of Dallas as a client. Forty-four years later, it is “still a huge client,” he says, but it goes by the name Bank of America.

‘Visionary’ Leader

Boone says the firm made several critical decisions that proved to be hugely successful, and a few choices that didn’t turn out so well, too. He regrets not opening a New York office long before 2004. By contrast, he thinks the firm was right to implement a “no jerk policy” when hiring lateral lawyers.

“Getting George Bramblett to join us in 1974 was huge – a game changer for us,” he says.

Bramblett, another Lion of the Texas Bar who died in 2016, graduated from SMU Law School a year before Boone and tried about 45 trials during the seven-plus years he was a lawyer at Vial Hamilton.

Boone, Bramblett and Robert Wilson, a corporate transactional lawyer who joined the firm after graduating from SMU Law in 1969, created a trifecta that drove the firm to grow.

“The three were fraternity brothers who truly complemented each other,” says Tim Powers, the firm’s current managing partner. “Mike was the visionary. He saw the direction the legal profession was going back in the 1970s and 1980s and understood what law firms needed to do to prepare.”

The second critical decision the firm made, according to Boone, was recruiting women at the University of Texas School of Law in the mid-1970s.

“We couldn’t compete with the big law firms at UT for the top men, but those firms were not hiring the top women lawyers,” he says. “We noticed this and we decided we could take advantage of this. We went after Nina first. Nina was obviously brilliant. She was on law review. We were so lucky to be able to get Nina.”

“Nina” is Nina Cortell, a 1976 graduate of UT law. She was the first woman lawyer hired at Haynes and Boone.

The decision to hire Cortell proved enlightened. She immediately became a rock star in the litigation community and the firm promoted her to partner in 1982. Today, she is widely viewed as one of the best appellate lawyers in Texas.

Boone and the firm didn’t stop with Cortell. During the few years that followed, Haynes and Boone hired Janice Sharry, Lynn Liberato, Anne Johnson and Kit Addleman, to name a few of the women who have experienced significant success and taken leadership roles at the firm.

In the early 1980s, Haynes relinquished management to Boone, Bramblett and Wilson.

“By 1985, we determined that North Texas was going to be a magnet for U.S. companies and that many corporate headquarters would relocate here,” Boone says. “Based on that, we developed a firm strategic plan to guide us for the next two decades.”

Meanwhile, clients kept turning to Boone for assistance in billion-dollar transactions. He represented the Perot family in its acquisition of Dell Inc., and he advised ClubCorp when it purchased KSL Partners.

As the firm was growing, Boone became more and more involved in community efforts. He served on the boards of the Dallas Citizens Council, the Salvation Army and the Boys Club of Dallas.

Advocate for Education

Those efforts, however, were secondary to his commitment to education. For seven years, he sat on the Highland Park School Board and he served for two years on the Texas Association of School Boards’s special committee on public funding.

In 2000, he took on a pro bono project that would occupy his time for half a decade. He agreed to represent Highland Park schools challenging the state’s financing formulas and advocating for equality.

“Public education is one of the key reasons why I have been successful,” he says. “There’s nothing more important for us to invest in than children. We should never turn our backs on public schools.”

Lawyers at Haynes and Boone say Boone devoted thousands of hours for free on the school finance litigation.

“No one in Texas understands public school finance better than Mike,” Bramblett said in an interview with The Texas Lawbook in 2016. “He’s truly passionate about the subject.

Boone’s commitment to education extends to his alma mater. He currently serves as chair of the SMU Board of Trustees and previously served on the SMU Dedman Law School’s executive committee.

As the administration of President George W. Bush winded down, SMU President Gerald Turner approached Boone to lead the university’s efforts to land the Bush Presidential Library.

“It was the longest and one of the most complicated deals I have ever handled,” he says. “There were extremely complex tax and property law issues involved.

“I told Turner that we know the Bushes and they know us, but this must be an arm’s length deal,” says Boone, who was the effort’s chief negotiator but not its official legal counsel. “I told Turner I would fight for everything SMU needs and deserves in the deal, but that I would not be paid for my work and that [SMU] would need to hire independent outside counsel.”

Boone hired the Winstead law firm for the legal work. He dedicated thousands of hours to the project, but never received a penny for his efforts.

Boone says he’s been blessed throughout his career.

“I was at the right place at the right time,” he says.

Corporate leaders say Boone is so successful because money is never his driving force.

“Mike is a great lawyer and friend to so many business, political and educational leaders,” says former American Airlines General Counsel Gary Kennedy, who currently is on the board of directors at investment firm PIMCO. “Mike is a true counselor. Maybe one of the last great counselors still practicing law.”[/fusion_text][/fusion_builder_column][/fusion_builder_row][/fusion_builder_container]

[fusion_builder_container hundred_percent=”yes” overflow=”visible”][fusion_builder_row][fusion_builder_column type=”1_4″ last=”no” spacing=”yes” center_content=”no” hide_on_mobile=”no” background_color=”” background_image=”” background_repeat=”no-repeat” background_position=”left top” hover_type=”none” link=”” border_position=”all” border_size=”0px” border_color=”” border_style=”” padding=”” margin_top=”” margin_bottom=”” animation_type=”” animation_direction=”” animation_speed=”0.1″ animation_offset=”” class=”” id=””][fusion_imageframe lightbox=”no” lightbox_image=”” style_type=”none” hover_type=”none” bordercolor=”” bordersize=”0px” borderradius=”0″ stylecolor=”” align=”none” link=”” linktarget=”_self” animation_type=”0″ animation_direction=”down” animation_speed=”0.1″ animation_offset=”” hide_on_mobile=”no” class=”” id=””] [/fusion_imageframe][/fusion_builder_column][fusion_builder_column type=”3_4″ last=”yes” spacing=”yes” center_content=”no” hide_on_mobile=”no” background_color=”” background_image=”” background_repeat=”no-repeat” background_position=”left top” hover_type=”none” link=”” border_position=”all” border_size=”0px” border_color=”” border_style=”” padding=”” margin_top=”” margin_bottom=”” animation_type=”” animation_direction=”” animation_speed=”0.1″ animation_offset=”” class=”” id=””][fusion_text]By Mark Curriden

(June 14) – In the world of business transactional law, Gil Friedlander has done it all. He’s represented high-profile corporate clients in some of the largest and most complex transactions ever.

He handled the $4.9 billion leveraged buyout of 7-Eleven during a stock market crash and the $1.3 billion sale of Chuck E. Cheese. He negotiated an unprecedented $3.2 billion IT contract with Xerox and led the $500 million acquisition of A.T. Kearney, the world’s fourth largest management consulting firm.

And then there was the mother of all complex corporate transactions – the “split-off” of Plano-based Electronic Data Systems from General Motors in a transaction valued at $25 billion.

As the general counsel of EDS, he also got to fire two of his own CEO bosses – a task that Friedlander says it is not as much fun as it sounds.

“I would love to tell you that I enjoyed every minute of it, but I can honestly say I’ve enjoyed most of it,” he says. “There have been some extraordinary times and successes, but the practice of law naturally brings disappointments and failures and frustrations – and even some scary times.”

Friedlander was born in Hazelton, PA. His father was a traveling salesman of various goods, including shoes and aluminum roofs. While in college at the University of Texas, he thought about becoming a dentist, but concluded that he hated using tools and chose law school instead.

“Law school was eye-opening for me when it came to competition,” he says. “Most importantly, law school taught me critical thinking.”

After getting his law degree from the UT in 1971, Friedlander went to work at Dewey Ballantine, a white-shoe corporate law firm based in New York.

“I think I was only the second southerner to ever work at Dewey,” he says.

In 1974, Friedlander moved to Dallas and joined Hewlett, Johnson & Swanson as the firm’s 18^th lawyer. He was assigned to its corporate section, where he was made partner in only five years.

“The firm grew quickly and truly became a transformative model for other corporate law firms in Texas,” he says. “We were the first law firm to approach the law practice as a business.”

The firm represented First National Bank, the Hunt family businesses and SBIC Funds, a financial firm where leveraged buyout businessman Tom Hicks got his start.

Friedlander and his group represented issuers and underwriters in securities offerings.

In 1987, JT Acquisition, a private equity firm owned and operated by Southland Corp. Chairman John Thompson and the Thompson family, hired Friedlander to lead an effort to take Southland private. The Thompson family, through the private equity firm, possessed the controlling interest in Southland, which included 7-Eleven Stores as a subsidiary.

“It was a completely leveraged buyout – no real equity involved,” he says. “The family believed there would be more longer-term growth opportunities if the company was private.”

In July 1987, the parties reached a deal. JT Acquisition proposed to pay $77 a share for Southland for a total of $4.2 billion. The Thompson family planned to finance the transaction with a $2.73 billion bank loan, the proposed sale of $1.5 billion in junk bonds and a $600 million bridge loan from Goldman Sachs and Salomon Brothers.

Many Wall Street analysts viewed the proposed transaction as high-risk and over-leveraged – and that was before Oct. 19 occurred.

Black Monday.

The stock market crashed. The Dow Jones lost nearly 23 percent of its value in a matter of hours. Southland’s stock price and value plunged with it.

“It was a very scary time for everyone, including the banks and investment banks involved in this deal,” Friedlander admits.

The market crash added severe pressure on the transaction. JT was unable to raise the $1.5 billion through the sale of junk bonds because they could find no buyers even with an 18 percent coupon.

The deal team, however, developed a variety of financing features and asset sales that allowed the transaction to close in mid-December, although the price tag increased to $4.9 billion due to the expensive nature of the financing.

“The more complex the transaction, the more fun it is,” Friedlander says.

The Southland deal, according to Friedlander, “was the beginning of the end for investment banks to issue ‘highly confident letters’ to companies” – letters that give assurance to a corporate board of the ability to finance a transaction.

About 18 months later, Friedlander was part of the Johnson & Swanson team that represented the Thompson family when JT Acquisitions filed for protection under Chapter 11 of the U.S. Bankruptcy Code.

In 1991, Friedlander met with EDS officials at the Crescent Club, where he was offered the job of general counsel – a position he could not refuse.

“EDS was growing and it was a great opportunity to jump in-house,” he says.

Friedlander’s first five years on the job at EDS were crazy busy. He negotiated an unprecedented $3.2 billion IT contract with Xerox, purchased New Zealand’s Databank Systems for $100 million and guided the $500 million acquisition of A.T. Kearney, the world’s fourth largest management consulting firm.

“Being the GC of a large corporation is a 24-hour-a-day, seven-day-a-week job,” he says. “There were always huge legal and business decisions that needed to be made.”

General Motors bought Ross Perot’s EDS in 1984 for $2.5 billion. As a subsidiary of GM, EDS revenues exploded over the next 10 years. The company’s value skyrocketed to $21 billion by 1994.

“The management and cultural styles at EDS, an IT services company, and GM, a Rustbelt manufacturer, often clashed,” Friedlander says. “The two companies had different growth trajectories and different compensation systems. Executives at EDS wanted to separate or exit from GM to accelerate its growth and GM executives were unhappy with EDS’ leadership.”

Friedlander says bad feelings lingered after the clashes between GM CEO Roger Smith and Perot, who served on GM’s board.

A perfect example, according to Friedlander, was EDS’ efforts in 1994 to negotiate multibillion-dollar mergers with Sprint Corporation and British Telecomm, which did not get finalized in significant part due to GM.

While EDS was a fully owned subsidiary of GM, auto manufacturer issued a public “tracking stock” known as GME when it acquired EDS. The use of GME stock, the value of which rose and fell on the results of EDS’ performance and not that of GM, created tension for GM’s board’s in fulfilling its fiduciary duties to its own stockholders and those who owned GME.

In addition, EDS had its own board of directors.

There were also other complications, including the fact that GM accounted for nearly one-third of EDS’ business. This relationship prevented EDS from seeking business contracts with GM’s competitors.

In the summer of 1995, the GM board officially gave its approval for representatives of the two companies to begin negotiations to severe ties with EDS. Meanwhile, the world’s largest automaker faced its own emerging issue – a huge unfunded pension liability for its union workers.

Friedlander turned to Baker Botts to advise on the transaction. The deal team worked nearly non-stop for six months to develop the terms. ERISA lawyers at Baker Botts came up with a proposal that gave about 40 percent of the new shares of EDS stock to the GM pension fund. EDS also agreed to make a one-time $500 million “dividend” payment to GM.

The deal hinged on obtaining an IRS ruling about whether these kind of “split-offs” – not to be confused with a “spin-off,” which is what happens when companies distribute shares to stockholders instead of exchanging them for new shares in the company – was tax-free for GM.

In early 1996, the IRS gave the thumbs up and the transaction closed in April of that year. The GM board, in conjunction with the “split-off,” also awarded EDS a 10-year, multibillion-dollar information technology services contract.

“It was a pretty extraordinary transaction that unlocked a lot of value for EDS,” Friedlander says.

The lawyers involved in the deal are amazed to this day that Friedlander was able to make it work.

“The EDS-GM deal was clearly one of the most difficult and most complex deals I have ever been involved in,” says Andy Baker, who is now managing partner at Baker Botts. “Gil faced a hire-wire act. He had to take into account the interests of many different stakeholders. He demonstrated extraordinary emotional intelligence. He understood what people needed and he maintained credibility with all of them.”

In the months that followed, Friedlander oversaw numerous billion-dollar contract agreements, including one with the U.S. Navy, which wanted EDS to revamp its entire IT system.

There were some not-so-pleasant times at EDS, too.

In August 1998, EDS Board Chairman James Baker, now a lawyer at Baker Botts, approached Friedlander with news that they were about to fire CEO Les Aberthal, who had nearly quadrupled revenues at EDS during his 12-year tenure. Aberthal was well-liked, but EDS stock had underperformed.

“The general counsel reports to the CEO and to the board and GCs have to know how to balance those duties,” Friedlander says. “It was tricky waters. My job was to negotiate their exit packages.”

Five years later, in 2003, EDS pushed out its second CEO, Dick Brown, and the company’s board again turned to Friedlander to handle the details.

“Helping get rid of your boss is not nearly as enjoyable as most people might think,” he says.

Friedlander retired from EDS in 2004 and joined Weil, Gotshal & Manges as a partner, where he was involved in several major mergers, including representing Chuck E. Cheese in its $1.3 billion sale to Apollo Management in January 2014.

In Oct. 2014, Friedlander joined Sidley Austin’s office in Dallas. His practice focuses primarily on internal investigations regarding corporate governance matters.

“The practice of law has changed greatly,” he says. “The billable hour provides perverse incentives for lawyers. The practice of law is depersonalized. It’s horrible for clients. The relationship between clients and lawyers is suffering. Many times, you never meet opposing counsel and sometimes you don’t even meet your own client.

“The law as a profession is not dead yet, but it is in critical condition,” Friedlander concludes.[/fusion_text][/fusion_builder_column][/fusion_builder_row][/fusion_builder_container]

[fusion_builder_container hundred_percent=”yes” overflow=”visible”][fusion_builder_row][fusion_builder_column type=”1_4″ last=”no” spacing=”yes” center_content=”no” hide_on_mobile=”no” background_color=”” background_image=”” background_repeat=”no-repeat” background_position=”left top” hover_type=”none” link=”” border_position=”all” border_size=”0px” border_color=”” border_style=”” padding=”” margin_top=”” margin_bottom=”” animation_type=”” animation_direction=”” animation_speed=”0.1″ animation_offset=”” class=”” id=””][fusion_imageframe lightbox=”no” lightbox_image=”” style_type=”none” hover_type=”none” bordercolor=”” bordersize=”0px” borderradius=”0″ stylecolor=”” align=”none” link=”” linktarget=”_self” animation_type=”0″ animation_direction=”down” animation_speed=”0.1″ animation_offset=”” hide_on_mobile=”no” class=”” id=””] [/fusion_imageframe][/fusion_builder_column][fusion_builder_column type=”3_4″ last=”yes” spacing=”yes” center_content=”no” hide_on_mobile=”no” background_color=”” background_image=”” background_repeat=”no-repeat” background_position=”left top” hover_type=”none” link=”” border_position=”all” border_size=”0px” border_color=”” border_style=”” padding=”” margin_top=”” margin_bottom=”” animation_type=”” animation_direction=”” animation_speed=”0.1″ animation_offset=”” class=”” id=””][fusion_text]By Mark Curriden

(Jan. 23) – Nathan Hecht has been on the Supreme Court of Texas for more than 10,000 days over the past 29 years – longer than any other justice in state history.

And he’s promising he will not put down the gavel for at least eight more years.

Now chief justice, Hecht has been elected to the state’s highest court a record six times and another three times to lower courts. He has authored nearly 400 opinions.

Legal experts say Hecht’s biography of achievements is impressive. He played a crucial role raising juror pay from $6 to $40 a day. He pushed the state legislature to significantly increase funds for legal aid for the poor. He led the way in establishing a statewide electronic court filing system, and he helped create legal assistance programs for veterans.

Most importantly, appellate court analysts say Hecht engineered a dramatic and historic shift at the Supreme Court, making it more conservative, more pro-business and much more skeptical of large damage verdicts issued by Texas judges and juries.

At the same time, he has on his agenda efforts to make legal services more accessible to the middle class and small businesses. And he is working closely with leaders at the new University of North Texas School of Law to ensure the institution is successful in its mission of producing young lawyers with considerably less debt.

No single lawyer has made a bigger impact on the legal system in Texas than Nathan Lincoln Hecht, according to legal historians.

“Being on the Texas Supreme Court is the greatest honor of my life,” Hecht says. “I have enjoyed every minute of being a lawyer and being a judge. It is a position that comes with tremendous responsibilities and challenges.”

Now at age 67, Hecht says he has no plans to retire when his current term ends in 2020. Instead, he plans to stay on the bench until he turns 75, which will be 2024.

“I can’t imagine not practicing law,” he says. “If I had the talent, I’d be a pianist. And if I had the patience, a minister or teacher.”

Hecht’s fellow justices recognize the importance of his tenure on the court, as well as his leadership role in reshaping Texas courts to be more conservative in addressing civil litigation but more progressive in their approach to social justice needs.

“He’s the psuche of the Supreme Court – unrivaled intellect, cracker-jack writing, mastery of all things rule and administration-related and a steadfast commitment to ensuring court access for low-income Texans,” Justice Don Willet said in a previous interview with The Texas Lawbook.

Hecht studied philosophy at Yale University, where he graduated with honors. He then earned a doctor of jurisprudence from SMU Dedman School of Law in 1974.

“I thought I was good in math and I went to college to be an engineer,” Hecht says. “But I quickly learned that I wasn’t as good in math as I thought, and I switched my major.”

After a one-year clerkship with Judge Roger Robb of the U.S. Court of Appeals for the DC Circuit, Hecht served as a lieutenant in the U.S. Naval Reserve Judge Advocate General Corps at the Corpus Christi Naval Base, where he tried his first cases as a lawyer.

Life as a Lawyer

Hecht represented a Seaman First Class who was charged with failure to go to his duty station, failure to obey the commanding officer and numerous other counts.

“My client was asleep in his bunk when a second seaman urinated on him,” Hecht says. “The next day, someone whacked the second seaman with a broom handle, though no one would admit to seeing it.

“The commander was tired of disciplinary issues and threw the book at my client,” he says. “My client faced being dishonorably discharged, loss of pay and about 20 years in the brig.”

The military court consisted of six officers and six enlisted men. Hecht argued that the charges and sentence were unfair, that there were no witnesses to prove the prosecution’s case and that the captain who brought the charges had barely met with the seaman.

“The charges were trumped up,” he says. “The court was out only 30 minutes before rejecting nearly all the charges and simply gave him a dishonorable discharge, but allowed him to keep his pay.”

In 1975, he joined the litigation practice of Dallas-based Locke Purnell Boren Laney & Neely, which is now known as Locke Lord.

The law firm threw Hecht into the fire during his first year as an associate by making him second chair in a multimillion-dollar antitrust trial.

Hecht and the Locke Purnell team represented Pat Zachry and his huge construction company in a lawsuit brought by a small concrete business.

“The plaintiff claimed that our client and other concrete providers conspired to put him out of business,” he says. “I was responsible for witness preparation and preparing the charge to the jury.”

A handful of defendants settled their cases before trial, but the Locke Purnell team was confident in its argument. The two-week trial ended with the jury giving Hecht and the defense a complete victory.

‘Always Wanted to be a Judge’

Locke Purnell made Hecht a shareholder in 1980, but he wasn’t there long. In 1981, Texas Gov. Bill Clements appointed Hecht to the state district court in Dallas.

“I always wanted to be a judge, but the offer was still a surprise when it came,” he says.

A year later, Dallas County residents voted to keep Hecht on the bench. In 1986, he ran for and won a seat on the Texas Court of Appeals for the Fifth District in Dallas.

In 1988, three justices on the Supreme Court of Texas retired. No registered Republican had been elected to the state’s highest court since Reconstruction.

At age 39, Hecht threw his hat into the ring. His timing was perfect. Three Republicans – Hecht, Tom Phillips and Eugene Cook – were elected, marking the start of a huge shift at the state’s highest court.

Asked to identify what he believes to be the most important opinion he’s authored during his 28 years on the Texas Supreme Court, Hecht points to a 1991 decision in which he set new rules for when Texas judges can issue sanctions against parties in a litigation and how severe those sanctions can be.

The case pitted Houston-based TransAmerican National Gas Corp. against Toma Steel Supply. TransAmerican sued Toma, claiming pipes it purchased from the Colorado business were defective. Toma counter-sued when TransAmerican refused to pay for the pipes.

The litigation, then, took a weird turn when TransAmerican and its outside counsel repeatedly cancelled the deposition of the company’s president and then declined to make the executive available to Toma’s lawyers within the discovery deadline set by Harris County District Judge William R. Powell.

At the request of Toma, Judge Powell issued an order imposing severe sanctions for discovery abuses against TransAmerican, including striking all of TransAmerican’s pleadings and issuing default judgment in favor of Toma.

TransAmerican filed a mandamus petition, asking the Texas Supreme Court for relief.

Writing for the court, Hecht held that that “a direct relationship must exist between the offensive conduct and the sanction imposed” when judges issue tough sanctions against parties in a case.

“This means that a just sanction must be directed against the abuse and toward remedying the prejudice caused the innocent party,” he wrote. “The point is, the sanctions the trial court imposes must relate directly to the abuse found.”

Hecht also noted that “sanctions must not be excessive” and “should fit the crime.”

“A sanction imposed for discovery abuse should be no more severe than necessary to satisfy its legitimate purposes,” he wrote. “It follows that courts must consider the availability of less stringent sanctions and whether such lesser sanctions would fully promote compliance.”

In reversing Judge Powell’s ruling, Hecht stated, “Sanctions which are so severe as to preclude presentation of the merits of the case should not be assessed absent a party’s flagrant bad faith or counsel’s callous disregard for the responsibilities of discovery under the rules.”

Hecht’s landmark opinion in TransAmerican has been cited thousands of times by judges in Texas and across the U.S. as a landmark decision.

Similarly, Hecht’s opinion in Gammill v. Jack Williams Chevrolet has been cited by courts more than 3,000 times. The justice wrote that the opinions of experts should be treated the same as other testimony based on specialized or technical knowledge.

“The trial court is not to determine whether an expert’s conclusions are correct, but only whether the analysis used to reach them is reliable,” Hecht wrote in 1998.

‘Becoming Chief Justice’

In 2014, Texas Gov. Rick Perry appointed Hecht to the position of chief justice, replacing Wallace Jefferson, who stepped down to return to the practice of law.

Legal experts say Hecht’s impact on the state’s courts and civil litigation has been enormous – and very pro-business. They say he has pushed the Supreme Court to aggressively enforce tort reform laws that limit people’s rights to win large damage awards against corporations and insurance companies.

Hecht’s opinions also come at a time when the Texas Legislature has been codifying civil rules and procedures, a task previously handled by judges in the state.

“Fewer cases involve the common law — judge-made law, like negligence and other torts, property rights, and contracts,” Hecht told the Texas Legislature in 2015. “More involve statutory interpretation. In these cases, courts do not decide for themselves what the law should be; rather, their responsibility is to give effect to the intent of the legislative body as expressed in the statutory text.”

But Hecht also has been an aggressive advocate of funding legal aid for those who cannot afford a lawyer.

“Access to justice and legal aid is not a Republican issue, and it isn’t a Democratic issue,” Hecht says. “It is about ensuring basic fairness and access to everyone.”

Hecht says the state needs to look at further limiting or tailoring discovery in civil disputes, especially in the area of electronic discovery, which is very expensive. He also wants to work with the law schools in Texas to make curricula more practice-focused.

“The civil justice system is just too expensive,” he says. “We have to look at the whole structure of the justice delivery system in our state. Most people simply cannot afford to access our justice system.”

Hecht says his 28 years as a Texas Supreme Court justice have been amazing.

“I got to meet Queen Elizabeth in May 1991 when she visited the Governor’s Mansion,” he says. “We were told to not engage in conversation or to make any sudden moves toward her and to simply take her hand and say ‘Your Majesty’ if she offered it.

“But Justice Raul Gonzalez couldn’t contain himself and wanted to give her a hug, but the protocol folks jumped in to stop it,” Hecht says.

The chief justice also remembers a handful of strange moments at the court. One lawyer, who had been up all night preparing for oral argument, passed out as she stepped to the lectern. Justice Hecht doesn’t remember whether she won or lost the case.

And then there’s the issue of cell phones, which are supposed to be turned off in the courtroom.

“Right in the middle of oral argument, a cell phone starts ringing and just kept ringing,” Hecht said. “We all looked around the courtroom to see whose phone it was.

“It was the chief justice’s,” he said with a laugh.

Photos courtesy State Bar of Texas

 

 

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