SM This story originally appeared in the Leading Lawyers Network Magazin e—Business Edition January 2009 and has been reprinted with permission.

Bringing Strong Intellect and Creative PETER BARACK Problem Solving to Corporate Law

by Olivia Clarke

Few lawyers can say their résumé bar before going to his teaching position. includes Princeton, Oxford, Harvard He took him up on the offer. and Northwestern. He taught for two years in Harvard’s But Peter J. Barack can make that claim. business and law schools and then received Barack came to the practice of law through an offer from Northwestern University to the gates of academia. Instead of starting teach. He taught full time there for eight his legal career as a traditional associate, he years and continues to teach a course each first taught full-time for 10 years in a semester there. university setting. A senior partner and a founder of Barack Before the Supreme Court Ferrazzano Kirschbaum & Nagelberg LLP , In 1978, while teaching at Northwestern, he practices corporate and securities law, he argued International Brotherhood of with an emphasis on mergers and Teamsters v. Daniel before the U.S. acquisitions, and financial planning matters. Supreme Court. He regularly represents clients in strategic As it happened, a lawyer who was planning and corporate restructuring. representing a Teamster member who had Howard Kirschbaum, one of the firm’s not received his pension after 22 years of founding partners, says Barack has a service asked Barack for guidance in 1974. tremendous combination of intelligence and Barack suggested that they argue that an business sense. He doesn’t just generate interest in a pension fund was a security and business; he provides sound, innovative and that securities fraud had occurred. They practical advice to his clients. As a partner, he subsequently brought both a plaintiffs and possesses a willingness to help his colleagues defendants class action securities case. develop as lawyers and counselors. Only eight years out of law school, Barack “He could have done a lot of different argued the case before the Supreme Court, things with his life,” Kirschbaum says. “He which in the end held that the Employee likes not just the intellectual challenge, but Retirement Income Security Act (ERISA) also the problem solving. I hope people preempted any securities laws in this area. understand the kind of value he brings to Although the case was sent back to the any problem that he tackles.” district court for trial, he says it was an Barack (pronounced like military barracks ultimate economic success for the Teamster without the s) grew up in Glencoe, Illinois, members when it was handsomely settled, and graduated in 1965 from Princeton 14 years after it was brought. University. He had planned to attend law “I remember the justices immediately school, but he instead received a Marshall peppering me with questions and not giving law full time, he didn’t choose to work at that it operates with a friendly, informal culture. Scholarship and studied economics for two me time to start off on my prepared remarks,” Mayer Brown but instead went to a smaller, The firm tries to remain leanly staffed in terms years at Oxford University in England. he says. “And I remember them rocking back more entrepreneurial firm, Levy and Erens, of administration, and does not subscribe to At the end of his time there, he needed to in their chairs as they asked the questions. because he says he possesses an the idea of creating lots of committees. make a decision: get a doctorate degree in “A lot of people argued that if securities entrepreneurial spirit. Dennis Ferrazzano, also a founding economics or attend law school. He took laws were held to apply to this area, the He spent four years at Levy and Erens, partner, says they come from different what he considered to be the more practical world would come crashing down. We but then he and three other lawyers decided discipline s— Ferrazzano has practiced path and decided to attend Harvard didn’t think that would be the case.” they could do it better. They founded what mostly commercial real estate, while Barack Law School. During his last few years of teaching full is today Barack Ferrazzan o— a firm that has practiced more corporate and securities, Before going to law school, he traveled time, he was of counsel at what is today has grown to about 100 lawyers. but both have taught at Northwestern. extensively around the world, student-style. Mayer Brown LLP. He handled international “I was always concerned about ‘will we When they started the firm, they possessed In the winter of 1965 –66, he drove from transactions both at Mayer Brown and have enough business? Will it work out?’” a reasonable amount of confidence in their England to Egypt. During the summer of through work he did with a group he met at he says. “One of my partners, Dennis ability to create a successful firm, he says. 1966, he traveled throughout the Middle Oxford and Harvard who were involved in Ferrazzano, always said it was not a “Peter is a brilliant, hardworking guy who East and Asia. His continued interest in international investment banking. This question of having business, it was a is one of the best business lawyers I’ve ever travel has led to him collecting maps, which group ultimately spawned Apax Partners, question of having good people. If you have met,” Ferrazzano says. “He has encyclopedic he displays throughout his office and home. an independent global private equity good people, the business will come. As it knowledge of the relevant law, and he’s a After graduating from Harvard in 1970, he advisory firm. turned out, he was right. If you have good tough negotiator and a superb draftsman. wanted to return to the Chicago area and “I had experience in putting together people and the clients know who the good “The first thing you notice about Peter is practice law. He accepted an offer to work deals at a different level,” he says. “When I people are, then the business will come.” his intellect. When you talk to Peter, you know at Kirkland & Ellis LLP, but around that same switched from academia to practice, I rather Walking through the halls of Barack you are talking to a guy who is very, very time, Harvard asked him to teach in its immediately had a client base from the work Ferrazzano, a visitor might notice that suits bright. He’s a good friend, and he’s become business school. I had done overseas. Not only did I have a and ties are not a requirement. All the like a brother to me over the course of our Kirkland’s managing partner said if client base, but I was involved in structuring attorneys work hard and at a sophisticated relationship. I trust him with everything.” Barack was interested in teaching, he transactions at a higher level than I would level, but they have freedom to express should accept Harvard’s offer, but he should have if I had just been an associate.” themselves, he says. Representing Luxury work at the firm in the summer and pass the When he made the decision to practice What makes his firm special, he says, is Even though Barack Ferrazzano is a mid- SM

size firm, it continues to represent big-name clients, which many say is, in good part, due to Barack. For the past 30 years, Barack has represented Bernard Arnault and his corporation, LVMH Moet Hennessy Louis Vuitto n— the world’s largest luxury goods empire. In the late ’70s, he met Arnault through several Harvard and Oxford friends. He acts as a general counsel to Arnault and his corporation, which Barack says allows him to think strategically and also work on large transactions. Several years ago, for example, LVMH Moet Hennessy Louis Vuitton purchased Donna Karan International. Barack says that transaction involved much strategy, tactics and intricate work. He describes the transaction in his Northwestern mergers and acquisitions course because it’s a good teaching example. He says it involved “how to satisfy Donna Karan individually, who had a large stake; how to satisfy the public shareholders; how to protect the deal from hostile interlopers; [and] how to assure that the deal would close. Between signing and closing, the tragedy of 9/ 11 took place, so we also had to review the transaction from that point of view.” Arnault says Barack’s teaching skills help him be a precise lawyer who can explain the intricacies of U.S. law. He says they’ve worked on many deals together over the years, and Barack always does a good job foreseeing any problems and offering sound advice for moving forward. For example, when LVMH Moet Hennessy Louis Vuitton was purchasing a vodka company, it turned into a complex transaction because there was a concern that the company it purchased did not own its brand. “When I learned about it, I told my people to go back to Peter and ask his advice,” Arnault says. Within a year, the problem was solved, he says. “Working with him, I am relaxed because I know that he’s giving me good advice,” Arnault says. “When we have a legal problem, he is always trying to settle things and trying to find a solution instead of going to court.” Barack and his wife, Elise, have three children. He enjoys skiing and tennis, but he particularly loves his large perennial garden, which he finds peaceful and beautiful. He describes himself as “very intense. I think it’s fair to say. And I’m very focused. Being smart is crucial, but being smart is not enough. You have to work hard too, and I think I work very hard. But I think you have to be creative in problem solving.” Barack often refers his students to William of Ockham, a 14th-century philosopher, for “Occam’s Razor.” He somewhat freely translates this maxim as: “If there are more than two solutions to a problem, the more elegant and simpler solution is the true and better solution.” “Don’t make it so complicated,” Barack says. “The idea is to get the deal done, while obviously protecting your clients’ interests.” I