durable legacy A History of Morris, Nichols, Arsht & Tunnell Q By Adrian Kinnane Copyright © 2005 Morris, Nichols, Arsht & Tunnell All rights reserved. Printed and Bound in the United States of America by Inland Press contents Foreword I Acknowledgments III Introduction VI Chapter 1 Foundations 2 Chapter 2 “Judge Morris’s Boys” 28 Chapter 3 War Room 54 Chapter 4 New Horizons 82 Long Term Employees 107 Current partners 108 Notes 109 Photo Credits 114 Index 115 FOREWORD This history of Morris, Nichols, Arsht & Tunnell is more than a the firm’s success and merit a share in the pride that we all enjoy. good read, though it is at least that. It also is an opportunity to savor the As you will learn in the following pages, the founding partners special perspective that seventy-five years affords, and to share with you of the firm subscribed to certain basic values and standards that the story of where we came from, who we are and what we stand for. continue today. Morris, Nichols’s commitment to the highest quality From its beginnings in Judge Hugh Morris’s office in 1930, the firm of service requires the highest levels of commitment and talent by its has blossomed to a significant national presence. It has accomplished greatest resource: its people. In turn, attorneys and staff at the firm this while retaining its character as a Delaware firm: collegial, dedicat- have both cultivated and enjoyed the greatest respect for each other. ed to its community and bar, and expertly qualified to serve clients in These values sustain us in our peak efforts as well as in our daily work, local, national and global markets. This has resulted not from any and encourage us to continue to grow and develop as individuals, as stroke of luck but from the cumulative efforts of many people over the colleagues, and as coworkers. years. Many of them are mentioned in this book but, regrettably, many We also are very proud of the diverse ways in which our attorneys are not. Any history needs to be as humble about what it is not able have contributed to their community. These activities have included to include as it is proud of the story that it tells. All who have worked advising the courts and bar as well as volunteering countless hours to at Morris, Nichols during its seventy-five years have contributed to charitable organizations, educational institutions, treatment facilities I and legal service clinics. Sometimes such efforts can be overshadowed durable legacy. With gratitude towards all those who have built by the many high profile cases we handle. Also, we often make our that legacy; with appreciation for those who sustain it today; with contributions without much fanfare. An occasion like this, however, enthusiasm for all who will carry it into the future; and on behalf of all offers an opportunity to let others, and perhaps even each other, the partners of Morris, Nichols, Arsht & Tunnell, I invite you to share know some of the many ways in which Morris, Nichols has helped our history, and to enjoy a good read. those in need. The firm will continue to build on the values that constitute its Walter C. Tuthill foundation. That ensures stability, but does not imply insulation from change or growth. On the contrary, Judge Morris and all others who have become leaders in the firm actively encouraged innovation and adaptation to new conditions. They realized that the best foundation is something to build from, not to rest on. We cannot predict the future, but we can imagine it and therefore help to shape it. As this book relates, Morris, Nichols enjoys a II ACKNOWLEDGMENTS This book owes its greatest debt to the many partners, current and histories of the Delaware State Bar Association and the Delaware retired, at Morris, Nichols, Arsht & Tunnell who shared their experi- Supreme Court, and Joanne Owens furnished several photographs. ences and observations. In addition to making time available for A debt of gratitude also is owed to the partners, associates, and interviews, partners Andy Kirkpatrick, Gil Sparks, Clipper LaMotte, and employees of Morris, Nichols whose hard work and outstanding Dick Sutton reviewed the text and offered useful suggestions and factual achievements, day after day over the years, have helped to establish the corrections. Numerous firm members and employees also read the entire firm’s reputation for excellence and keep it polished to a high sheen. manuscript and made helpful comments. Limitations of time and space, as well as the limitations inherent in any The 75th Anniversary Committee—Mike Houghton, Alan Stone, narrative, made it impossible to include all such contributors, but their Lou Hering, Jeff Wolters, and Al Conti—offered both editorial and logis- efforts have helped make Morris, Nichols, Arsht & Tunnell the premier tical support for the project. Ann Ropp coordinated interviews and organization that it is today. helped gather written and photographic material. John Johnston made Rina Marks, Executive Director of the Delaware State Bar his files of memorabilia available, and Jack Blumenfeld loaned his Association, graciously allowed access to the Bar Association’s archives. collection of firm letterhead. Lynn Fuller supplied useful firm photos, L. Rebecca Johnson Melvin and the staff of the Special Collections Elizabeth Stack offered pertinent historical documents, including Department of the University of Delaware Library made the Hugh M. III Morris Papers and the Willard Saulsbury, Jr., Papers available. Ian the interview transcription process, assuring timely and accurate data for Janssen and the staff at the University of Delaware Archives provided the narrative. useful materials regarding Hugh Morris. Jan Morris of Delaware’s White Leslie Kedash, of Kedash Design in Kennett Square, Pennsylvania, Clay Creek State Park opened the Judge Morris Estate for a tour and gen- created a superb design for the book. It reflects the seriousness of erously provided a copy of the Judge’s will. Ellen Rendle and the staff of Morris, Nichols’s commitment to the classical values of hard work and the Historical Society of Delaware helped with photographs and other client service while also capturing the firm’s enthusiasm for progress and documents pertaining to Hugh Morris and Wilmington. innovation. At History Associates Incorporated, historian Garry Adelman brought his superb photo research skills, production experience, and organization- al talent to the project, as well as a welcome and abundant enthusiasm. His contribution to the book was substantial and much appreciated. Ken Durr, director of the History Division at HAI, offered useful editorial feedback, as did Gail Mathews, whose careful reading of the text led to Adrian Kinnane, Ph.D., is a senior historian at History Associates numerous clarifications and improvements. Carol Spielman coordinated Incorporated in Rockville, Maryland. IV V INTRODUCTION “Will-o-the-wisps that we are, we may yet leave a trace behind boy from Sussex County added a reassuring note: “Many a poor fellow us,” said U.S. District Court Judge Hugh Martin Morris, then age fifty, at with nothing but a worn shovel to show for himself on the Day of a 1928 memorial service for a colleague.1 Many years earlier, as an earnest Judgment will find that a valid passport into the Kingdom of Heaven— student at the University of Delaware, Morris had dug deeply into histo- no doubt to his great surprise and to the greater surprise of many, more ry to plant his youthful ambitions. Thereafter, he often returned to his- gifted men who may be standing by.”2 tory to help prune as well as nurture his growing accomplishments. Hugh Morris left much more than a trace behind him. Besides a dis- Just six months before leaving the bench to start his own law practice, tinguished legal career and a munificent affection for his collegiate alma Morris recalled the life of Abraham Lincoln in a speech to fellow Rotary mater, he left his law partners behind to carry on the firm’s work. Joined Club members. “Sad will be the day for any man,” said the judge, in an by still others along the way, these attorneys have plowed their energies expansive oratorical style not yet out of fashion in 1930, “when he into building one of the nation’s most respected legal practices, the becomes contented with the thoughts he is thinking and the deeds he is Delaware law firm of Morris, Nichols, Arsht & Tunnell. This is the story doing; when there is not forever beating at the doors of his soul some of that firm’s construction. great and growing desire to do something larger that he knows he was Chapter 1 begins in 1930, with Morris’s decision to resign from the meant and made to do.” U.S. District Court judgeship he had held for eleven years. It continues Morris also had his own future in mind, of course, and the former farm with a brief reconnaissance of Morris’s formative years and early legal VI career, which included several years in the prestigious law practice of his of cases rooted in the 1980s “takeover” era of high-rolling “corporate law preceptor, U.S. Senator Willard Saulsbury. Chapter 1 also reviews raiders.” Along the way, Morris, Nichols grew in size and in depth. Morris’s tenure on the U. S. District Court, for his conduct and Chapter 3 relates some examples from the firm’s many cases to illustrate decisions there between 1919 and 1930 reveal much about Morris as a the scope and the stakes of Morris, Nichols’s work during these years. person, particularly the values that eventually shaped his law practice. The firm moved into larger, more modern quarters in downtown The chapter then describes a series of events by which Morris’s practice Wilmington in 1972, and in 1979 attorney Frank Biondi and his partners developed from a sole proprietorship that included Alex Nichols, G.