“Sitting in my offi ce with a partner from one of “I always got the mes- Boston’s prominent law sage that the reputation fi rms, I heard laughter we wanted was for doing come rippling along the absolutely fi rst-quality corridor and through the legal work. open door. “That isn’t to say we “My companion noticed haven’t been near other it. ‘You know,’ he said, ‘my matters. Don Hurley was partners and our juniors absolutely instrumental in often speak of how fre- getting the Massachusetts quently they hear laughter “I think anybody in the Business Development here in your offi ce.’ fi rm ought to stop and Corporation started. “He went on to say he think why you’re here, That was a very important thought it was a splen- and why is it a good legislative step. Charlie did thing, and I agreed. “I’m on the Hiring Post was instrumental in Committee. I enjoy it. thing to be practicing at Happiness in the day’s Goodwin Procter? What the fashioning of tax work is an essential ingre- The reason I enjoy it is legislation. that basically I like the are you looking for? “As far as new associates dient of any organization “Of course you want “But they were always place, not just because not are concerned, my advice that aspires to excellence.” to make money. But functioning as lobby- I’m a partner but because not is, ‘Don’t be intimidated.’ what do you want ists, as offi ceholders, it’s a very friendly place. not as people on the make “Even though they’re We make the practice of beyond that? given more complex “There are a lot of for the offi ce, but always law more humane than as lawyers in the repre- problems and we’re asking a lot of shops like us. reasons to practice at for a higher, more sophisti- Goodwin. It’s rewarding sentation of the best And the quality of our interests of the clients.” cated level of performance, work is excellent.” to be working side by we’re hiring more gifted side and involved with lawyers and they’re better collegial people who are trained. My fellow part- intellectually interest- ners and I would have had ing, who are decent and a much more diffi cult time Robert Goodwin supportive and who have if we were to have been a common goal.” hired today. “I don’t think new associates work longer hours than we worked. From the beginning, every- Sam Hoar Jr. Arthur Stevenson body at Goodwin Procter has worked very hard.”

Bob Fraser

Pete Simonds ii Goodwin ProctEr 1912-2012

Introduction ...... iv 1. State Street ...... 1 2. Starting Out ...... 6 table of contents 3. Poised for Growth ...... 11 4. Seeds of Change ...... 17 Goodwin Procter at 25 ...... 24 5. War Trials ...... 26 6. New Business ...... 31 7. Banking and Building ...... 35 8. Tax Transformers ...... 41 Goodwin Procter at 50 ...... 45 9. Changing Times ...... 49 10. The Rise of Real Estate ...... 53 11. A Go-To Trial Practice ...... 58 12. Beyond Boston ...... 65 13. To Big Business ...... 71 Goodwin Procter at 75 ...... 75 14. The One-Roof Dilemma ...... 78 15. Rocket Science ...... 82 16. The Case for Critical Mass ...... 87 17. California and Beyond ...... 92 Goodwin Procter at 100 ...... 100

iii Goodwin ProctEr 1912-2012

INTRODUCTION GOODWIN PROCTER AT 100

hundred years begs some perspective. Particularly the lastA hundred. 1912 considered itself to be a thoroughly modern age. Geography had been conquered — the poles had been reached and the headwaters of the Nile discovered. Time had been tamed — it took just six days to send a liner across the Atlantic and only a fraction of a second to send a telegram. Theoretically, even the universe had succumbed, or so said Mr. Einstein. On the other hand, signatures were still the old part of Boston and began what was then blotted and skirts still brushed the ground. Ports called a general practice of the law. still sent out whalers and Fenway Park was, at least until that April, still a fen. Many an attorney t’s traditional at this point in the story to pause still turned on the furnace for his widowed clients Iand reflect upon the character of the founders when winter came about. And a gentleman always and what sort of abiding character they afforded wore a hat out of doors. the firm, and we intend to do precisely that. It was in that cusp between two ages that They were smart and well-trained in the law. two young lawyers hung up a shingle together in That remains a heritage of the firm in its one hun-

iv Goodwin ProctEr 1912-2012 dredth year. They were old school, from old Yan- the pages of this book. For that we apologize in kee stock. That has not remained a heritage of the advance. The people, cases and deals that deserve firm. They were unfailingly dedicated to their to be mentioned are genuinely legion. We have a clients and their colleagues. That has remained great firm. Had we tried to provide mention of a heritage of the firm. They were general practi- everyone and everything deserving, the book you tioners who wrote wills and walked to court and hold would be too heavy to handle and we would acquired every client by word of mouth. That, it likely have missed not only the 100th Anniversary must be confessed, has not remained a heritage, celebration, but perhaps the 101st and 102nd as well. unless in a composite sense. The world of law has We’ve dedicated about an equal portion of certainly changed in that regard. pages to each portion of the firm’s life. That means They were moral people and good citizens. the exponential growth of recent years must sacrifice That remains a heritage. The quintessential story something — some of the more concentrated per- of their willingness to do the right thing — to buy sonal storytelling found in the earlier pages, some back, at their own cost, bad securities dishonestly of the spotlight. We all know that the firm’s current offered by a client of theirs to unsuspecting inves- work is fully worthy of the same attention, but we tors — became one of the firm’s foundational will perhaps have to wait for the 125th to give it its legends. It remains a guidepost today. full and just due. Most of all, they were ambitious and entre- preneurial. That certainly remains a heritage of t has been a great hundred years, and it’s only the the firm, then, now and all the way down the line. I first hundred. This book has been produced as And their ability to balance entrepreneurial ambi- part of our own internal celebration, but let’s admit tion with dedication to the right thing is perhaps that there is always the possibility that a copy may their most valuable bequest to the firm they began. reach the hands of one of our clients, and so a word should be directed to them, without whom we sim- his is the part where we must warn you of ply do not exist. We thank you for your partnership Tthe possibility that, despite your most earnest and for your confidence that we will always do our efforts, you may fail to find mention of your most best by you. We dedicate ourselves to your cause. precious case or pride-inducing transaction inside This book is, in fact, truly dedicated to you.

v Goodwin ProctEr 1912-1937

SETTInG UP SHoP Goodwin & Procter opened for business at 9 am on July 1, 1912, in a small suite on the fi fth fl oor of the India Building at 84 State Street. The immediate setting refl ected the business landscape into which the new partners were venturing. At the end of the street was Boston Harbor; across the way was the Boston Stock Exchange Building. Admiralty law would provide an important source of busi- ness in the fi rm’s fi rst, fragile decades, but the city’s maritime economy was slowly declining, and banking, investment and fi nancial management were expanding. The new partners would explore opportunities in all of these facets of Boston’s busy economic landscape. Goodwin ProctEr 1912-1937

CHAPTER 1 STATE STREET

t was an unremarkable beginning, growing out of a chance encounter onI a Boston sidewalk. After some friendly conversation, two young lawyers, former classmates from college, decided to start their own law practice. An eavesdropper on State Street that late spring morning in 1912 might have been amused at their bravado as Robert Eliot Goodwin and Joseph Osborne Procter, Jr. mapped their professional future. But the firm they forged would endure and eventually flourish, setting the foundation of a professional enterprise Goodwin Procter opened its doors in Boston, but the two founders had first met across the river in Cambridge as fellow students at Harvard College, Class of ’01. The Harvard connection remained important through the early years, with Harvard Law School furnishing nearly all of the firm’s lawyers until the early 1960s.

1 Goodwin ProctEr 1912-1937 that would grow beyond anything either closely with Eugene Carver, rejoining might have imagined. his mentor as a junior partner at another firm in 1907. law in the blood

he grandson of New Hampshire’s A FISHING FAMILY T27th governor, Robert Goodwin, oseph Procter hailed from Glouces- from Concord, Mass., was perhaps Jter, a fishing town on the north shore destined for a legal career. His father of Massachusetts Bay. His father, and Frank had practiced law in Boston for grandfather before him, owned and several decades before losing his eye- operated the Gloucester Mackerel sight and withdrawing from practice to Company. Despite a preference for “the teach at Boston University Law School. comfort and congenial associations of

(Unable to read papers or cases, the Goodwin (above) and Procter home, rather than the distractions of (below) from the Harvard professor relied on a secretary to read Yearbook, Class of 1901. politics or monetary investments in teaching materials aloud to him in his enterprises which demand constant office.) His son proved an equally pre- personal attentions,” Procter’s father cocious intellect, graduating from high built the family business into the largest school at 17, receiving an undergradu- handler of salt mackerel in the country. ate degree from Harvard in 1901 and His son was made of similar stuff. earning his law degree summa cum laude A classmate of Goodwin at Harvard, from Boston University in just two years. Procter was class secretary. He went on After law school, Goodwin (or to attend Harvard Law School, making “Coxy,” as he was known in college, law review in his second year. Upon having served as coxswain of Harvard’s graduating, he joined the firm that varsity crew) joined Carver & Blodgett, would eventually become Nutter, a leading Boston admiralty law firm. McClennen & Fish, later practicing at After just two years there, he set out on Fish, Richardson, Herrick & Neave. his own, though he continued to work There, Procter worked closely with

2 Goodwin ProctEr 1912-1937

The new fi rm rented space on the fi fth fl oor of the India Building. A century of interna- tional trade had given similar names to many downtown Boston fi xtures, such as India Wharf and India Street.

Joseph Procter hailed from Gloucester, a fi shing town on the north shore of Massachusetts Bay, But times were changing and where his father, and grandfather before him, owned and operated the Gloucester Mackerel Company. commerce was about to expand. Procter’s father built the family business into the largest handler of salt mackerel in the country.

Robert Goodwin’s grandfather Ichabod Goodwin (far left) was the 27th governor of new Hampshire. The family had originally settled in Kittery, Maine, but by the 18th century had moved to South Berwick and later to Concord, Mass. The residence shown at the left is the Governor Goodwin House in Portsmouth, n.H. The family lived there in the 1860s when Ichabod Goodwin Ichabod Goodwin served as governor.

3 Goodwin ProctEr 1912-1937

Robert Herrick, a prominent and well- 19 01: Queen Victoria dies blocks down at the end of the street, and is succeeded by her son, connected business leader in Boston, Edward VII. President McKinley where in the 1800s ships had unloaded killed by anarchist Leon Czolgosz. and traveled the country extensively Theodore Roosevelt sworn in. cargoes from Calcutta, Bombay, Canton 19 0 2 : Enrico Caruso’s first on legal matters. gramophone recording. Aswan and other far-flung ports of call. Direct- Both Goodwin and Procter had Dam completed. General theory ly across the street loomed the Boston of radioactivity by Rutherford begun to establish themselves profes- and Soddy. 19 03 : Orville Stock Exchange Building, an imposing and Wilbur Wright fly the first sionally when they ran into each other powered, controlled, heavier- 12-story granite edifice forming “one of than-air plane at Kitty Hawk, N.C. on State Street. They were certainly The Boston Americans win first the largest office-buildings in America” World Series, against the well-credentialed and had acquired and housing a “huge hive of banks, Pittsburgh Pirates. 1904 : Russo-Japanese War begins valuable working experience, yet nei- over competition for Korea and corporations, safe-deposit vaults, law- ther would be bringing an established Manchuria. 19 0 5 : The first yers and business men,” according to Russian Revolution begins on practice or a roster of clients to the “Bloody Sunday.” Albert Einstein’s a Boston guidebook of the period. special theory of relativity is pub- partnership. Both were venturesome lished. 19 0 6 : San Francisco Both buildings were emblematic. earthquake and four-day fire; men, though, and less than a month more than 3,000 dead. Roald Boston was still a major port and mari- Amundsen, Norwegian explorer, after their initial conversation, they fixes the magnetic North Pole. time hub in 1912, and admiralty law 19 07 : Financial panic of opened up shop on July 1, 1912, 1907 in United States. Picasso’s would provide an important source of in a small suite on the fifth floor of the Les Demoiselles d’Avignon intro- business in the firm’s first, fragile decades duces cubism.1908 : Model India Building at 84 State Street, each T produced by the Ford Motor of practice. The city’s economy was contributing equally to the $1,000 undergoing rapid transformation, how- start-up costs. ever, when the founders hung out their shingle. Factories hummed busily all A CHANGING CITY over the city, making everything from heir immediate setting revealed pianos, sewing machines and shoe ma- much about the business landscape Company.1909 : North Pole chinery to razor blades and paper bags. T reportedly reached by American into which the new partners were explorers Robert E. Peary and With a population of over 600,000 (and Matthew Henson. 1910: Boy venturing. The India Building took Scouts of America incorporated. a metropolitan population that exceeded 19 11 : First use of aircraft as its name from India Wharf, which offensive weapon, in Turkish- a million), Boston was one of the largest Italian War. Amundsen reaches jutted out into Boston Harbor just two South Pole. Ernest Rutherford cities in the United States in 1912. As a discovers structure of the atom.

4 Goodwin ProctEr 1912-1937

port, its fortunes were declining, tions that were transforming but as an industrial center, it was the economic life of the nation. thriving. the Boston Stock Exchange was More than a century of an engine of investment second commercial and industrial enterprise, Robert Goodwin (seated, only to new York’s. Boston’s money- middle) was known as meanwhile, had channeled substantial “Coxy” in college, having and wealth-managers, meanwhile, were served as coxswain of fortunes and fi nancial activity into the Harvard’s varsity crew. developing deep expertise and innovative city. Boston’s successful businesspeople fi nancial tools for preserving, growing had grown wealthy and, in the process, and putting this capital to use. made the city a vital and vibrant fi nancial Maritime commerce, industry, bank- center. Boston capital had funded a good ing and investment, fi nancial manage- share of the nation’s railroad construction ment — Goodwin and Procter would in the 1800s and then played a prominent explore opportunities in all of these facets role in organizing the industrial corpora- of Boston’s busy economic landscape.

5 Goodwin ProctEr 1912-1937

CHAPTER 2 STARTING OUT

he new partners went right to work. Robert Goodwin’s expertise in admiraltyT law attracted clients. Joe Procter generated business by cultivating corporate and litigation clients in Boston and farther afield. The partners defended the owners of a factory accused by local oystermen of polluting a salt marsh. They represented the owner of a wharf when a gale drove

A MARITIME ECONOMY a boat into the wharf’s Business in Boston may have been diversifying, but it was still a vibrant port and maritime work was plentiful. pilings. They played a key Defending a company accused of polluting local oyster beds, the firm role in an important Massa- learned that in an earlier case the plaintiffs had been suspected of planting doctored oysters that they chusetts public policy then dug up and claimed were tainted by the waters. dispute regarding seamen Private detectives were hired to watch the tidal flats. A motor launch was outfitted with a chemical labora- and workmen’s compensa- tory and rotating crews to test water samples around the clock. The case was successfully settled. tion. The young lawyers took

6 Goodwin ProctEr 1912-1937

PUBLIC POLICY AND MASSACHUSETTS PORTS Founder Robert Goodwin helped raise the firm’s profile when he counseled Boston ship- owners about the legal implica- tions of a 1912 Massachusetts law implementing workmen’s compensation. As originally worded, the legis- lation would have covered seamen operating out of every Massa- chusetts port, a provision that threatened to drive the shipping industry out of the state. Recognizing the stakes, Goodwin wrote a paper warning of the consequences, then worked with the legislature and governor to engineer passage of modified language recognizing the preemi- nence of federal admiralty law. In the process, the founder helped plant a tradition of policy leadership in the firm.

7 Goodwin ProctEr 1912-1937 whatever opportunities they could fi nd Procter helped a new corporation, a as they built their practice. sardine packing company headquar- As the caseload grew, so did the tered in Maine, issue some preferred fl edgling fi rm. The partners hired their stock. in those days, regulation was fi rst associate in 1913 and a second much less rigorous. there was no fed- several years later. A new partner came eral Securities and Exchange commis- in as well when Arthur Ballantine joined Founder Robert Goodwin sion and only minimal oversight by represented Mary newell the fi rm in 1914. A Harvard Law gradu- against the white Star Line, state authorities. Accordingly, the owner of the ill-fated RMS ate whom Goodwin and Procter had Titanic, in a claim involving client’s prospectus consisted of a sales the loss of life of her husband, very nearly persuaded to come aboard Arthur, who was among the circular with a brief description of the 1,517 passengers to perish when they originally founded the fi rm, in the shipwreck. Ms. newell’s new company and its business, a bal- daughter Marjorie, one of the Ballantine had opted instead to work on last remaining survivors, died ance sheet and some language about the the federal income tax legislation of 1913. in 1992, at 103. provisions protecting preferred stock. He later reconsidered and cast his lot Goodwin and Procter were listed as with the young fi rm, which was renamed Harris Gilman legal counsel and a Boston bank as the Goodwin, Procter & Ballantine. company’s transfer agent. Everything looked to be in order as the stock A MoMEnT oF TRUTH went on sale. ases and clients did come the fi rm’s A few days after the client went Cway — as Goodwin and Procter public, though, Procter grew suspicious likely expected. So too did vicissitudes about the balance sheet. contacting The fi rst associate hired by that they could not have expected. Goodwin and Procter, Harris company offi cials, he discovered that Gilman came onboard in Like any start-up, the partnership faced 1913. A graduate of Harvard the fi gures listed in the prospectus were Law School, he started at challenges and formed responses that $15 a week — the same sal- false. immediately, he called the issuing ary as the fi rm’s secretary. He would shape the enterprise in defi nitive, returned after his war service bank to halt sale of the stock. Unfortu- and later became a partner. far-reaching ways. nately, $30,000 worth had already been one of the earliest and most critical sold. Mortifi ed, Procter called in Good- tests came in 1914 when Goodwin and win to decide how to respond.

8 Goodwin ProctEr 1912-1937

the founders appreciated that he joined the country’s vanguard de- they consistently saw eye to eye with ployment in France under General each other. (they had agreed upon the John “Black Jack” Pershing. details involved in setting up the fi rm other departures soon followed. with the same ease and quickness that Ballantine was called to washington, had accompanied the decision to found d.c. to serve in the U.S. revenue it.) And here too they were in immedi- Bureau’s legal department. Junior asso- ate agreement. Facing the crisis square- oUR LITTLE SHIP ciates left too as they were pressed into “it was the best thing ly, they borrowed $30,000, secured by Joe Procter and i ever military service. By 1918, Joe Procter did in our 20-year asso- their own personal assets, and bought ciation,” said robert was running the offi ce with only two back all outstanding shares at face Goodwin later, referring other hands and a pair of trial lawyers to the partners’ decision value. the loan represented a formida- in 1914 to personally hired temporarily to manage the work. rectify the fraudulent ble sum, far exceeding the fi rm’s annual actions of a client — a On the battlefi eld in Europe, sardine packing company income. nevertheless, throughout their that had engaged them to the fi ghting was brutal, bloody and partnership together, both Goodwin and assist with the issuance relentless. At the Battle of the Marne of preferred stock. “we Procter would affi rm their decision as forged a defi nite standard (both the fi rst and the second rounds) of professional integrity, one that established the ethical standard and nailed it to the mast and at Verdun, Goodwin encountered to which they always held their fi rm. of our little ship.” the slaughter and squalor of trench warfare. Yet he served with skill and wAR BREAKS oUT valor, rising through the ranks from far greater challenge engulfed the captain to major to colonel, eventually A young fi rm when World War I assuming command of the 101st erupted overseas. Even before the Unit- Field Artillery. ed States joined the war, the outbreak of Goodwin excelled at preserving Robert Goodwin shooting in Europe inspired Goodwin to the lives of his men. in later years, take a commission in the Massachusetts when asked how he had managed to national Guard. when the United keep so many of “the lucky 101st” States did join the Allied cause in 1917, alive, his response was revealing.

9 Goodwin ProctEr 1912-1937

“we played the game every minute,” awarded the distinguished Service Medal he explained. “our men were foxy in for his “high standards, exceptional abil- switching batteries when they had been ity, sound judgment, unfl agging energy observed. the cannoneers became so and extraordinary activity”— traits he skillful that they fed their 75s on the would instill in the fi rm as he propelled it recoil — 44 shots a minute — some- to greater achievements. thing our French instructors thought He would ever after affectionately was impossible.” and respectfully be referred to as “colonel After the campaign, Goodwin was Goodwin.”

THE CoLonEL Robert Goodwin served in France in wwI with skill and valor. He eventually assumed command of the 101st Field Artillery, along the way earning a distinguished Service Medal. The citation praised his high standards, exceptional ability, sound judgment and tact. Goodwin would ever after be affection- ately called “the Colonel” in deference to the rank he achieved during the war.

10 Goodwin ProctEr 1912-1937

CHAPTER 3 POISED FOR GROWTH

ith World War I winding down, partners and associates beganW to reassemble at 84 State Street. The firm finally returned to full strength in June 1919 and was poised for growth. The “Roaring Twenties” created ideal conditions for expansion. A booming post-war economy offered Goodwin, Procter and their colleagues plenty of work. Some reshuffling did occur. Arthur Ballantine relocated to New York City to join another firm. A few months later, Frederick Field, who had served with Ballantine at

Fred Field’s experience in the new, complex field of federal taxation the Revenue Bureau in Washington, paid was in much demand. It was natural that he be asked to join some of the large New York firms. Life in New York, though, offered Field no a visit, making it known he was looking to attractions, and Goodwin Procter got his nod. Field was always known as a modest, dignified and courteous man for whom the join the private sector. The founders leapt at trappings of life weighed little. Despite being the oldest among his new partners, the fortuitous opportunity. By the next after- he never suggested that his seniority be reflected in the firm name. It is said that he did not even wish noon, Field had joined the partnership. to discuss the basis on which he should share as a partner at the time he joined. Fred Field

11 GOODWIN PROCTER 1912-1937

Another new name had already country’s oldest continuously practicing appeared on the letterhead just a few families in the legal profession. Hoar’s months before. Samuel Hoar had son, Sam Jr., would also leave a lasting joined the fi rm as an associate during legacy at Goodwin Procter. the war, but he too was called up. Already an experienced litigator After the Armistice, Hoar returned as when he joined the fi rm, Hoar had a partner. Field’s arrival a few months A LONG LINE OF LAWYERS worked for the Boston Elevated Rail- Sam Hoar (shown later completed the round of expansion, above much later in his way Company and as assistant district making the fi rm Goodwin, Procter, career) came from a attorney for Middlesex County. He had Concord family, like Field & Hoar. Goodwin, in which the deep roots in Concord and an extended values of integrity and Fred Field did important tax industry were deeply network of well-placed, affl uent friends rooted. work with the fi rm for more than a His great grandfather, and associations across the Boston decade before withdrawing to serve on who served in Congress, community that heightened the fi rm’s had a reputation that the Supreme Judicial Court of Massa- would warm the heart of profi le and attracted numerous clients. a litigator of any age. chusetts, eventually becoming its chief The story goes that His contacts laid the foundation for a the foreman in a critical justice. case reported the jury to substantial trusts and estates practice. It was Hoar, however, who would be deadlocked, and the They also generated substantial corpo- presiding judge inquired leave an especially enduring mark on whether their diffi culty rate and litigation matters. Work on was with the law or the the fi rm. evidence. behalf of American Express, for exam- “Neither,” replied the foreman. “The problem ple, helped protect the client from dam- AN ENERGIZING IMPRINT is with the plea.” Both ages caused by the fi nancial turmoil of the law and the evidence oar descended from a long line of seemed to show that the Russian Revolution. the man was guilty, Hlawyers. Earlier generations had but Squire Hoar had Some cases and some causes were declared his client inno- been judges, congressional representa- cent. And as the Squire especially close to Hoar’s heart. An avid tives and prominent civic leaders. With always told the truth, outdoorsman and an early pioneer of the jury was at a loss as nearly a century and a half of continu- to what to do. the land conservancy movement, Hoar ous service in America, the Hoar family donated large tracts of family land to had distinguished itself as one of the form a federal wildlife refuge in

12 Goodwin ProctEr 1912-1937

1930 Boston Bruins

A SPoRTInG LIFE Grocery magnate and entrepreneur Charles Francis “C.F.” Adams (above) was credited with bringing professional hockey to the Boston area. The fi rst owner of the Boston Bruins, Adams built the Boston Garden in 1928 and led the franchise to its fi rst championship in 1929. He would later purchase a share of the Boston Braves, the city’s National League baseball team, and an ownership stake in Suffolk Downs, the fi rst thoroughbred horseracing track in Playing in their new home, the Boston Garden, the Bruins won the Massachusetts. Goodwin Procter assisted Adams Stanley Cup in 1929 and followed it with another spectacular season. The 1930 team skated to a 38-5-1 fi rst-place record — only to lose the Cup in the fi nals to the in all of these endeavors. Montreal Canadiens — but the Bruins’ .875 winning percentage still stands as the best in nHL history.

The Boston Braves contracted with Babe Ruth, in his last year as a player, to return Suffolk downs opened in 1935 — a one-mile to Boston in 1935 dirt oval with a seven-furlong inner turf track. and anchor the team. Two of the most famous performances probably The Braves suffered ever given at the downs were in the 1937 a meltdown that year, Massachusetts Handicap by the great cham- however, and a group of civic-minded Bosto- pion Seabiscuit (left), and in 1966 by the nians that included Adams took ownership with Beatles, who played to 24,000 raucous fans an eye to resurrecting the franchise’s fortunes. on the grass infi eld.

13 Goodwin ProctEr 1912-1937

PUBLIC SAFETY As more roads were built for more automobiles, roadside bill- boards proliferated. Sam Hoar thought they were a blight on the landscape and led the fi rm’s THE PonZI MESS Charles Ponzi successful effort to allow state and (left and below), local authorities to regulate them. whose name would become Tales of illegal activity synonymous with fraudulent conducted behind the boards were investments, had deposited millions made from his pyramid scheme in a legion, but it was a public safety small bank on Hanover Street in issue (a driver’s eyes being averted Boston’s north End. Ponzi was eventually exposed as from the road) that won the day. a fraud, and the U.S. Supreme Court ruled that those who collected on their investments could be forced to refund the money, leading to a Robert Goodwin Joseph Procter Robert Frost crushing burden on the bankruptcy courts as thousands sought recovery. From 1921 to 1927, Robert Goodwin served as bankruptcy referee for Middlesex County, helping to sort out the Ponzi mess with accuracy and fairness.

CAnIS MAJoR In 1926, Goodwin and Procter celebrated their 25th reunion with Harvard classmates. As class secretary, the burden fell to Joe

Canis Major Procter to compile an anniversary report. The great Overdog In it, Robert Frost, also That heavenly beast a classmate, dedicated With a star in one eye and inscribed his new Gives a leap in the east. poem “Canis Major” He dances upright to Procter. The poem All the way to the west was published commer- And never once drops cially two years later On his forefeet to rest. in Frost’s collection, I’m a poor underdog, West-Running Brook. But to-night I will bark With the great Overdog That romps through the dark. Robert Frost

For Joseph Procter

14 Goodwin ProctEr 1912-1937

Concord, albeit one that permitted 1912: Fenway Park opens. up in the world, relocating to sunny, Bosox beat Giants in World Series. hunting! 1913 : Bill creating U.S. spacious quarters on the ninth floor. Federal Reserve System becomes Hoar also led one of Goodwin In spite of grave warnings from law. 1914 : Panama Canal Procter’s longest and most prominent officially opens. Congress sets Joe Procter, couches were to be found up Federal Trade Commission. cases of the era, defending the right of 1915 : Lusitania sunk by in some of the new offices. A strong German submarine.1916 : Massachusetts state and local govern- President Wilson is re-elected believer in naps, Sam Hoar was pleased with slogan “He kept us out of ments to regulate billboards. The war.” Margaret Sanger opens that his couch could be placed so as first birth control clinic.1917 : argument had to be carefully crafted. First U.S. combat troops in to be out of sight from the hall even France. Bolsheviks seize power Existing case law had determined that with the door open. On occasion, Col. in Russia. 1918 : Former czar and his family executed. German public authorities did not have the kaiser abdicates. Worldwide influ- Goodwin’s couch was known to have right to regulate billboards erected on enza epidemic kills more than 20 tempted the weary in his absence. million.1919 : Versailles Treaty private property unless they threat- signed by Allies and Germany With more room and plentiful but rejected by U.S. Senate. ened public safety. 18th Amendment (Prohibition) work, 11 new attorneys were hired over adopted. 1920: First Agatha Hoar’s team argued, ultimately Christie mystery. Sinclair Lewis’ the next five years, six of whom — Main Street.19 21: Nicola persuasively, that billboards did in fact Sacco and Bartolomeo Vanzetti Murray Hall, Leonard Wheeler, Allan jeopardize public safety since they convicted of armed robbery and Higgins, Frank Wallis, Henry Hosmer murder.1922: Mussolini coaxed drivers to take their eyes off marches on Rome, forms Fascist and Dick Nichols — would begin life- government. Irish Free State the road and therefore created traffic proclaimed. James Joyce’s long associations with Goodwin Procter. Ulysses published.1923: hazards. Exhaustive evidence gathered Widespread Ku Klux Klan vio- As the Roaring Twenties drew to lence. Earthquake destroys one- on highways across the Commonwealth third of Tokyo. 19 24 : Death a close, the firm’s view from the ninth of Lenin; Stalin wins power eventually convinced the state’s Supreme struggle. Robert Frost wins first floor was rosy, but the growing partner- of four Pulitzers.1925 : John Judicial Court to allow regulation. T. Scopes convicted and fined ship would soon be tested again. for teaching evolution in a public school. Hitler publishes Volume I Raising the Roof of Mein Kampf. 1926: American Gertrude Ederle first he post-war boom literally raised woman to swim English Channel. 19 27 : German economy Tthe roof at 84 State Street. A permit collapses. Lindbergh flies first successful solo nonstop flight was secured to add an 11th floor to the from New York to Paris.1928: Alexander Fleming discovers building, and in 1924, the firm moved penicillin. Kellogg-Briand Pact outlaws war.

15 Goodwin ProctEr 1912-1937

Wall Street, 1929

16 Goodwin ProctEr 1912-1937

CHAPTER 4 SEEDS OF CHANGE

decade of prosperity and expan- sion began to deteriorate on OctoberA 24, 1929, when share prices on the New York Stock Exchange started falling. What began as a financial retreat quickly turned into a panic. As the calamity spread, thousands of American banks went under and countless businesses collapsed. “Clients were truly frightened,” remembered one

THE NARROW GAUGE railroad, including From 1875 until 1940, defense against a multi- the Boston, Revere Beach tude of often question- and Lynn Narrow Gauge able injury suits. Railroad carried commut- The line’s electrifi- ers into Boston and the cation in 1928 caused city’s urban population to huge indebtedness, nearby seaside resorts. however, and the Great In its heyday, it car- Depression brought high ried more than seven costs and low ridership. million passengers annu- The railroad’s fiscal ally, making it one of the health began a period most heavily traveled of steady decline. stretches of rail in North When damage from America. the Hurricane of 1938 Goodwin Procter finally clinched the line’s handled all manner of demise, Goodwin Procter legal matters for the oversaw its liquidation.

17 Goodwin ProctEr 1912-1937 partner who joined the firm during 1929: U.S. stock market potboilers that kept us all there.” In collapses, with U.S. securities those dark years. “There was not much losing $26 billion. Edwin Hubble fact, for a few years the firm was hard- proposes theory that universe pressed to keep pace with the work. law business; everyone was scrambling expands.19 3 0 : Nazis gain in elections. Britain, U.S., France, for work.” Italy and Japan sign naval disarm- Just as the Depression reached It would be more than 10 years ament treaty. Cyclotron developed. its nadir in 1932, a second calamity Pluto is discovered. 1931: before the United States fully emerged Al Capone sentenced to 11 years struck closer to home when Joe Procter in prison for tax evasion. Scotts- from the Great Depression. When it boro trial begins, exposing depth abruptly fell ill and died. Only 52, he of Southern racism. The Star- did, the business landscape surrounding Spangled Banner becomes official had been a vigorous force within the national anthem.19 32 : Goodwin Procter would be forever Amelia Earhart first woman to fly firm, running the office and generating altered. To survive the 1930s, the firm substantial business. “Procter,” said had to find new clients, new areas of Goodwin in eulogizing his former part- expertise and capabilities that would, ner, “carried over the shoals many an over time, become the basis of a new enterprise which under lesser driving Atlantic solo. Charles Lindbergh’s strategic footing. baby son kidnapped and killed. power would have been shipwrecked”— Veterans march on Washington— most leave after Senate rejects including, presumably, their own law firm. payment of cash bonuses; others Coping with Catastrophe removed by troops under Douglas Cushing Goodhue stepped in to t least initially, Goodwin Procter MacArthur. 1933: Franklin fill the internal vacuum, taking over day- D. Roosevelt takes office. Hitler fared better than most firms. Liqui- appointed German chancellor. to-day management of the firm. Patri- A Prohibition is repealed.19 3 4 : dation cases provided a surge of busi- Hitler becomes führer. USSR cian and proper, he continued to insist admitted to League of Nations. ness. Many arrived via Ballantine, the Mao Zedong begins Long March. on formal attire and strict hierarchical 1935: FDR opens second former partner who as under secretary phase of New Deal in U.S., calling demarcations to keep the firm’s junior for social security, better housing, of the treasury channeled complicated equitable taxation and farm lawyers in line. bankruptcy and equity receivership work assistance. Huey Long assassi- Procter’s death, on the other hand, nated. Mussolini invades Ethiopia. to the firm. Unwinding Boston Conti- 1936: Germans occupy loosened what had been a rigidly re- Rhineland. Italy annexes Ethiopia. nental Bank, for example, occupied Trotsky exiled to Mexico. Rome- stricted partnership policy. Juniors hop- Berlin Axis proclaimed. Spanish several junior lawyers for years. “That civil war and war between China ing to eventually join the founders as and Japan begin. 19 37: kept us alive,” Dick Nichols later re- Hitler repudiates war guilt clause full partners had been firmly disabused of Versailles Treaty. Italy withdraws counted. “We were small and had those from League of Nations. Nazis of the prospect. Procter’s survivors, bomb Guernica, Spain.

18 Goodwin ProctEr 1912-1937 however, including Goodwin, adopted Local circumstances demanded change. a more open structure, creating condi- By the 1930s, the manufacturing that tions that would enable the cultivation had girded the local economy was SETTING THE TONE of future generations of the firm. Cushing Goodhue, who migrating south and the Port of Boston, became office manager in And indeed, a new cohort of 1932 upon Joe Procter’s long the area’s economic mainstay, was death, was by all accounts associates came in during these years a stylish dresser, and he set also receding in significance. that would one day lead Goodwin the tone at the firm. A man’s At the same time, other economic head was always covered Procter. Dick Nichols and Don Hurley outdoors, for instance; one sectors were coming to the fore. The wore a boater in summer both arrived during the Depression era, and a felt hat in winter. financial management industry was Goodhue helped set the as did Charlie Post. Hurley’s entrance tone in other ways as well. developing innovative tools and tech- represented a particularly striking He was thorough in the nologies as Boston’s money managers extreme in his own work, move, since it brought the first non- ran a tight ship and, recalled experimented with new ways of struc- partner Charlie Post, was Yankee — an Irishman, no less — into careful with a dollar. turing wealth, conserving it and putting “Cushing Goodhue, an the fold. elegant aristocrat, had one it to work. The American mutual fund While the terms of partnership peculiarity,” recounted Post. industry took root in Boston in the late “Though he had a large loosened, the name stabilized. For years North Shore estate and 1920s, with funds primarily structured travelled well, he liked to the letterhead had been redrafted with save money on recurring — like early real estate trusts — in the items. Fish, for example. each significant lateral move. When Since he knew that the form of Massachusetts business trusts. Fred Field left in 1929, however, the nearby fish market dropped Other experiments included structuring its prices the last half hour firm adopted a name — Goodwin, on Friday, he would dispatch real estate trusts. the youngest lawyer at 4:45 Procter & Hoar — that would endure to strike a bargain. For a Goodwin Procter helped play while I held that distinction. for the next 72 years. What had begun So I would bring back the handmaiden, advisor and strategist to as a roster was becoming a brand. trophy, wrapped in the these new ventures. Transcript, and plop it on Goodhue’s desk, on top Allan Higgins and Charlie Post’s of Foreign Affairs.” Refitting and Refining tax practice became a key resource as s Goodwin Procter made its way these trends formed. Their work on the A through turmoil and turnover, the tax implications of real estate trusts in outlines of a new firm began to form. particular began opening relationships Charlie Post

19 Goodwin ProctEr 1912-1937 and building expertise that would become “i had a roommate at law opportunities in many industries. school, Stuart orr, who critically important for the fi rm. used to refer clients to me. with the new deal came Social He sent me Perry collins. The fi rst company I ever Security and, soon thereafter, the ques- SEEdS oF FUTURE GRowTH formed, in 1934, was the tion of who was an employer and who r. P. collins corporation. ooking back years later, charlie Post “Perry came into the was self-employed. When the question offi ce. He had a few thou- L would describe the challenges of sand dollars, he was a nice involved the big bands of the ’30s and guy, but i didn’t think he surviving the depression in disarmingly was going to conquer the the hotels they played in, the answer deceptive, simple terms. “Mostly we world. He said he thought wasn’t entirely clear. Hired to look into he needed a corporation, were putting one foot ahead of another, and he wasn’t sure what the matter by Ernest Henderson and a corporation was. Stuart getting each day’s work done,” Post said. had told him to come over. robert Moore, who owned the copley “i hadn’t been in the law that may have captured the feel business more than four Plaza Hotel, Post worked out clear-cut of things on the ground, but the fi rm’s or fi ve years, and I wasn’t guidelines that adjusted the fi nancial bur- altogether clear myself. work during the 1930s would be essen- But i made a corporation dens to the satisfaction of both parties. for him, and tial for future growth. As Goodwin he took the Henderson and Moore controlled Procter lawyers helped clients work between two and three dozen corpora- through the implications of a surge of tions. “one day,” Post recounted, “while federal regulation brought on by the waiting to discuss a relatively minor books and new deal, and as they cultivated work walked out the door. problem, i overheard a telephone con- i thought, ‘the next time among Boston’s burgeoning trust and i see him he’ll probably versation in which Henderson agreed money management industry, they come in and ask me how to buy a hotel in St. Louis or the like. you go into bankruptcy.’ began nurturing increasingly sophisti- “r.P. collins turned out From what i overheard, it occurred to to be the world’s largest cated skills and capabilities. they began independent mohair dealer. me there was a better way to do it. i learning how to handle highly complex He managed the wool said, ‘Would you like to save $100,000 business in Boston for a fi nancial transactions and instruments. long time. Perry had many on that deal?’ i had their attention.” friends. He sent them all to And they began to get very good at the me for their corporate work.” this led to additional work for work. in coming decades, these early the copley Plaza, whose owners would efforts would prove pivotal for the fi rm’s eventually form the Sheraton corpora- ability to diversify and pursue growth tion. Post and the fi rm would go on to Dick Nichols

20 Goodwin ProctEr 1912-1937

The proliferation of federal “we had numerous conferences agencies and their regulations in washington with Mangelier, and rulings during the depres- THE nEw dEAL the treasury expert on earnings sion years gave rise to a and profi ts. He was a large, The Depression years growing need for legal expertise that could negotiate the terrain. curly-haired type with thick proved pivotal for the fi rm’s washington became a glasses and a bark that was future diversifi cation and regular destination for the fi rm’s worse than his bite. As i got to lawyers as they came to deal know him and my computations growth. The changing with a bevy of important new gained credibility, i came to be landscape in both Boston issues related to taxation, Social the man to get rulings on real Security, and analysis of and Washington had a estate trust dividends. And corporate earnings and profi ts, then mutual fund tax rulings. great deal to do with it. as well as the various trust And then other entities.” and estate implications. All of these proved to be signifi cant sour- ces of new business for the fi rm, both during the 1930s and beyond.

Charlie Post

THE CoPLEY PLAZA The hotel’s owners, Ernest Henderson and Robert Moore, became longtime clients of Goodwin Procter. At the heart of the work were the corporate acquisitions, reorganizations and liquida- tions the fi rm handled for the conglomerate that Henderson and Moore later simplifi ed and renamed the Sheraton Corpo- ration of America.

21 GOODWIN PROCTER 1912-1937

BEYOND THE BOTTOM LINE Over the years, alongside its clients and cases, Goodwin Procter has cultivated a tradition of undertaking matters involving public service and public policy. The fi rm’s founders had shown the way and, in the Depression years, several epi- sodes extended and deepened that commitment, drawing the fi rm into public investigations of corruption and malfeasance, as well as cases with constitutional The Great Hurricane of 1938 struck September 21 and and fenced and a grandstand erected, although there had swept inland through New England, killing nearly 800 been neither a fence nor a grandstand at the school before overtones. people and destroying more than 57,000 homes. the storm. At a college, an underground tunnel connecting In the wake of the devastation, Massachusetts issued two buildings had been constructed. emergency funding. Much of it, however, was seemingly Myriad examples abounded. The public demanded an diverted to projects that had little or nothing to do with accounting, and Col. Goodwin and Frank Wallis helped lead the storm’s damage. an investigation and litigation that exposed corrupt offi cials At one institution, the athletic fi eld had been graded and saved the state some $20 million.

In 1940, two children from the small western Massachusetts town of Miller’s Falls were sent home from school because of their refusal as Jehovah’s Witnesses to recite When the Massachusetts the Pledge of Allegiance. governor pardoned New The district attorney was reluctant to prosecute for truancy but felt compelled to England Mafi a boss Ray- mond Patriarca in 1938, do so by his reading of the law. The judge sentenced the children to reform school. the resulting public furor Former fi rm partner and Harvard Law professor George Gardner and Charlie led the legislature to Post were asked to appeal the case and each establish a commission to prepared separate briefs, as did the children’s investigate the state’s pardon lawyer. Gardner focused on the constitutional and parole procedures. issue, Post zeroed in on the truancy statute Raymond Patriarca Sam Hoar, with Don and the children’s lawyer relied on the Bible. Hurley as his lieutenant, headed the commission, Gardner and Post refused to put their names on whose resulting investigation led to reform of the the lawyer’s brief and were subsequently fi red. pardon laws and impeachment of a member of the They submitted their briefs as a “friend of Governor’s Council. More than 70 years later, the Commonwealth the court,” however, and the state’s high court would once again call on Goodwin Procter lawyers to ruled that the children were not truants, obviat- examine alleged corruption in the state’s parole offi ce. ing the need to consider the constitutional and biblical issues.

22 Goodwin ProctEr 1912-1937 play a formative role in the expansion of The solution was to have the manage- Sheraton Hotels from a small, informal ment company adopt a dividend policy organization into a national enterprise. for itself, as well as for its funds. Even- tually, a strategy of retaining shares of MUTUAL FUNDS and A MADHOUSE voting common stock and selling a large he mutual fund industry opened block of non-voting common stock to doors as well. Keystone Custodian the public was implemented. T Dick Nichols Funds, one of the pioneering mutual But that was later. fund management companies, faced In November 1941, Post was pre- serious structural issues with the advent paring a document to submit to regula- of the Investment Company Act of tory authorities concerning the tax status 1940. Like other regulated investment of the individual Keystone funds. He companies, it managed funds that needed the signature of Harvey Bundy, Don Hurley operated in trust form but, uniquely, a trustee who also happened to be special without individual trustees. The trustee assistant to the secretary of war. Post set of each fund was Keystone, a Delaware up an appointment for December 10. corporation. It proved to be a busy week in Various unfamiliar aspects of the Washington. The appointment was mutual fund industry required resource- cancelled. When he got down to see Charlie Post ful financial and legal structuring. In Bundy a few weeks later, the world had Dick Nichols, Don Hurley and time, Charlie Post became a Keystone Charlie Post would dominate been turned upside down. Winston the partnership for more than director, and through this involvement, a quarter century. Churchill was also on Bundy’s calendar They led the firm, genera- Goodwin Procter continued to play ting significant business and that day. Post recorded finding a War building Goodwin Procter’s an instrumental role in the company’s reputation through their Department that was “a combination of respective work in the corpo- life for several decades. Keystone was rate, banking and tax realms. a madhouse, plan making, Anglo-Amer- the first fund management company, ican good will and Christmas cheer.” for example, to be hit by the tax on The United States had just entered unreasonable accumulation of surplus. World War II.

23 Goodwin ProctEr 1912-1937

THE FILInG SYSTEM was equally cumbersome. “ wHEn I GoodwIn The papers on any one matter MAKInG were folded in half and placed APPLIEd CoPIES in a thin manila wrapper FoR A JoB bearing the hand-written title with Goodwin, Procter, Field & PRoCTER involved the use of the letter of the case at the top. When Hoar, as it was called in the fall press. It functioned like the the fi le became bulky, it was of 1928,” recalled dick nichols, duck presses in the elegant tied with deep pink linen tape, who retired from the fi rm in AT restaurants of the day and 1975, “it was a little fi rm of eight was standard technology for members with a big reputation. reproducing correspondence. “i talked with Mr. Procter, who was a big man with a big reputation. Mr. Procter was a hence the term “red tape.” corporation lawyer in his prime. These packets were stored He was a member of the Harvard upright in portable metal class of 1901, and in his second holders whose sides slanted year at Harvard Law School, he 25 toward the front so that the became a member of Harvard 1937 marked the fi rm’s titles could be easily read. Law review. He was smart, and They were stored on shelves fi rst quarter century, The secretary typed the ori- tough, and he frightened me. in the vault and delivered ginal letter in a special purple “He said the offi ce ran six days and while much had upon request to the work a week and several nights. the ink, and then moistened the tables in each lawyer’s offi ce. pay was $1,500 per annum happened by then, the paper with a cloth. A thin (about 50 cents an hour). If I tissue sheet was placed over big changes were yet didn’t get fi red, there would be the original and the two were to come. it was still a A dISTASTEFUL a raise of $500 per year until pressed together by tightening I reached $4,000, after which I smallish fi rm that em- a large dial or wheel. If the SPECTER would be terminated! the general of suspendered gentlemen braced the idea of a operator applied too much policy was to have very few part- moisture, the letters were apt working in shirtsleeves was ners. in fact, by the time i started Goodwin Procter began by rent- to be sent out quite damp. avoided by having associates working in 1929, there were only very limited number of ing space in the India Building, (or “juniors”) toil in starched fi ve partners, and the fi rm had partners, and offi ce life a fi xture of an older Boston. In spite of the miserable, The fi rm stayed there for all of splotchy copies, the letter white linen work jackets. been in existence 17 years.” its fi rst 25 years. was in many ways much press was favored by law This practice also served to save wear and tear on their the same as it had been in 1912. Until offi ces up until the Second World War, because it also suitcoats. his death, the smell of Joe Procter’s pipe reproduced the signatures. tobacco in those halls had never failed to instill both trepidation and confi dence.

Dick Nichols

24 Goodwin ProctEr 1912-1937

“ EARLY on I woRKEd on THE BILLBoARd CRUSAdE,” “Mr. Goodwin would take on many cases, as many as eight begins Leonard wheeler’s work impression. “we went around taking or nine. He made it plain that pictures of billboards to show how he enjoyed hearing laughter they obstructed views of intersections around the offi ce. The Colonel “ TEACHInG and how people committed crimes behind them. we spent a lot of time was most helpful. BY PRECEPT doing that, and then reading and “I was afraid of Mr. Procter. And EXAMPLE writing briefs. Everyone was afraid of him. was Fred Field’s way,” Frank wallis “The day I took my fi rst “Mr. Gardner, who was a rather He would walk up and down remembered. “He derived satisfac- good arguer, had some theories, bad beating from a Suffolk tion from it. His own pleadings, briefs rather advanced for the time, and the corridors looking to see if County jury, I was sitting at and fi ndings were thorough, carefully we took those on. He was a Harvard you were doing something you thought out and polished. Juniors my desk feeling very dejected Law School professor who had been shouldn’t be doing. more than once found him meticu- when the Colonel came in. at the fi rm earlier for several years. lously checking citations on memo- “Miss Leary was his secretary. “Even the slightest whiff of “He offered me a cigarette randa or briefs they submitted to him, She’d sit patiently while he looked out pipe tobacco was suffi cient to or combing the library for authorities and he said, ‘I hear you took the window — working out his briefs inspire any junior’s undivided that he suspected might have eluded a walloping from the jury, in his mind — and then he would attention to the work at hand.” his less-experienced colleagues. dictate the entire thing, commas, Frank. Just remember— “Judge Field was one of the tax periods and all. a lawyer who wins all his pioneers of the country. He handled “cushing Goodhue worked in a many big cases during his tenure at cases has no courage.’” completely different way. He would Goodwin, Procter, Field & Hoar — start by writing down anything, just to among others, for AT&T and the get something going, and then make a Employers Liability Assurance number of revisions. in their different company. ways, they were both very good men.” “Field was a very gentle, kindly man, a teetotaler and president of the foreign missions of the Baptist church. one evening during Prohi- bition, he happened in on me and another junior as we were enjoying a little bootleg whiskey. He politely refused an offer to join us. instead, he invited us for dinner at the Parker House, an invitation most gratefully Leonard Wheeler accepted and thoroughly enjoyed.”

Frank Wallis

25 Goodwin ProctEr 1938-1962

CHAPTER 5 WAR TRIALS

s the nation lurched and labored toward economic recovery, war cloudsA were again gathering over Europe. Strong domestic support for isolationism vanished when the Japanese attacked Pearl Harbor on December 7, 1941 — “a date,” President Roosevelt declared, “which will live in

NUREMBERG Partners Leonard infamy.” Wheeler and Frank Wallis played instru- World War II didn’t mental roles in the historic Nuremberg Trials following World have the same drastic War II. While this was certainly the firm’s most conspicuous impact on the firm as contribution to the war effort, fully eight its predecessor. None of the 15 partners and associates served in the military. of the three senior partners reentered military service —

26 Goodwin ProctEr 1938-1962

Leonard Wheeler (at the podium) and Frank Wallis (not shown) presented much of the Americans’ part of the case against the Nazis at Nuremberg. Wallis clearly felt the moment. “It was a most amazing and thrilling experience,” he recorded. He felt he was “speaking to the world — not only the world of today but the world of future generations.”

27 Goodwin ProctEr 1938-1962

Goodwin and cushing Goodhue were in the war effort. charlie Post helped plan their 60s at this point, and Hoar was close air force bombing runs in the South to 55. Younger partners and associates did Pacifi c (and earned a Bronze Star in the take leaves to serve and joined, among process). Partner Joe Knowles helped other groups, the naval Judge Advocate’s administer the provisional government Offi ce, U.S. Naval Intelligence, Admiral in liberated France. The fi rm’s most chester nimitz’s operations staff and conspicuous contributions came in

Admiral william “Bull” Halsey’s air PERSoNAL Germany after the war, however, when oBSERvATIoNS combat intelligence staff. From an offi ce partners Leonard wheeler and Frank “I propose to tell you of 15 lawyers (10 partners and fi ve asso- some of the things I person- wallis played instrumental roles in the ciates) in 1940, the fi rm shrunk to only ally observed,” wrote Frank historic nuremberg trials. Wallis after the conclusion seven partners. of the Nuremberg Trials. wallis began his war duty in the A few temporary hands were “I spent many hours legal division of the Army Surgeon interrogating these men, hired to plug gaps and help keep the and after the trial began General’s corps, and wheeler in a business going. they and the partners I spent days observing their similar capacity in the Signal Corps. reactions in the prisoner in Boston worked hard to sustain the dock as the story of their with Germany defeated, however, new practice, fi lling in wherever needed infamous deeds was por- orders arrived. Allied objectives turned trayed to the court. and taking on unfamiliar work when to the knotty question of how to deal “What manner of men necessary. trial lawyers closed real were these Nazi leaders with German political and military estate transactions, tax specialists who attempted to seize and leaders — and, more specifi cally, how master the world and were drafted wills, associates took on work stopped only at the cost of to hold surviving high-ranking nazis normally reserved for partners and millions of lives?” accountable as occupation exposed Some of Wallis’ obser- partners handled tasks normally doled vations can be found on the the horrors of the Holocaust. out to associates. page opposite. in June 1945, wallis received orders assigning him to the staff of U.S. NUREMBERG Supreme Court Justice Robert Jack- n the fi eld, meanwhile, Goodwin son, U.S. chief prosecutor of Axis IProcter people lent vital assistance to criminality. Flying to London to gather

28 Goodwin ProctEr 1938-1962

HermanN Goering ing was the world’s number- Rudolf Hess previously. Never once were Hermann Goering was one showoff. He loved to Tall, gaunt, flashing we successful. Eventually the highest-ranking Nazi to strut in his field marshal’s “the fiery eyes of a zealot,” the psychiatrists rendered survive the war. He com- uniform with his many Rudolph Hess had flown their findings and it was manded the German Luft- medals and his diamond secretly to England toward unanimous: Hess had lost his waffe and for many years swagger stick. One episode the beginning of the war to memory and could not served as one of Hitler’s in particular clearly illus- try to negotiate a cease fire remember anything beyond most trusted lieutenants. trated his desire to steal the 10 days. As Wallis recorded it: headlines. Goering had been “Hess’ counsel “Goering was a huge fat given a sentence of death by pressed for dismissal. man who gave every appear- hanging. Long prior to his A date for a hearing ance of indulgence and high capture, some thought he was set. The court living. He had no morals. had caused a capsule of assembled. Suddenly He was a super gangster — cyanide to be inserted Hess stood up in a super Al Capone. Unlike beneath one of the many with the the prisoners’ box, clicked many of the other Nazi folds of his stomach. He British his heels together, came to leaders, his attitude was, chose the most dramatic — and rigid attention and held it ‘I did these things, so what?’ moment, when he knew that fell until every eye was on him. his suicide into a trap laid by Allied With great deliberateness he would steal intelligence. Brought to read a statement that said in headlines and Nuremberg after Germany’s substance that his loss of surpass the defeat, Hess claimed to be memory was all an act! hangings of suffering from a mental “We found out that Hess the other breakdown and to remember had read a novel, a story defendants. nothing of the war or, on about a man who had per- Just a few any given day, of anything at formed the same act. It is minutes before all that had occurred more that book which undoubt- he was to take the final walk than 10 days previously. edly gave him the idea. to the gallows, lying on a cot As Wallis told the story: “As to why, I have no in his cell, with a blanket over “Hess’ counsel appointed certain knowledge. But it is “In my opinion, he was him and a GI shining a light a board of eminent psychia- my opinion that Hess was not a sincere believer in Nazi through the door and watch- trists to conduct an examina- a sincere believer in Nazi ideology. The Nazi Party ing constantly, by use of his tion. We used every imagin- ideology, and by continuing was merely an opportunity fingernails he tore open his able trick to have Hess tell us the act, he would have fore- for power. I once asked skin, obtained the capsule something which he had told gone the opportunity of Goering if he had ever read and cheated the gallows.” us 11 days or two weeks defending it.” Mein Kampf, which sets out Nazi ideology. ‘It’s a lot of bunk, isn’t it?’ he replied. Joachim von Ribbentrop prepared a lengthy docu- “In the Munich Beer Hall Where Goering was flam- ment for immediate delivery Putsch in 1923, Goering was boyant and Hess theatrical, to Churchill. The document wounded. He escaped to Joachim von Ribbentrop, afforded us considerable Sweden. It was in this period Hitler’s foreign minister, was amusement. Its theme was Frank Wallis that he started taking mor- desperate to evade judgment. that all those years he had phine, and from then on Wallis was unsparing in his he was been working for the interests until 1945, when American disgust for the man, calling first captured, he demanded of Britain, and that now at doctors completely shut him him “as completely a yellow, that he be taken immediately last he could come out in the off, he was a constant user. whining rat as I ever expect to Churchill. When this re- open, and when would Chur- “Without question Goer- to have contact with. When quest was not granted, he chill put him on the payroll?”

29 Goodwin ProctEr 1938-1962 preliminary evidence, he was delighted compromises were struck and a charter to discover that his fellow partner Leon- for the trials was drawn up — making ard wheeler was in charge of war-time “a real step ahead in international law,” intelligence gathering at nuremberg wallis believed. and was his immediate superior offi cer. the trials themselves were 1938: Orson Welles broad- the reunited partners, along with casts War of the Worlds to wide- dramatic and historic. wallis, who spread panic one month after a small, dedicated team of other law- Hitler marches into Austria. presented much of the Americans’ part yers, plunged into their work, combing 1939: Germany invades of the case against the nazis, was clear- Poland. Einstein writes FDR through caches of captured German about feasibility of atomic bomb. ly moved. “it was a most amazing and Gone With the Wind premieres. documents, interrogating prisoners of 1940: Hitler invades Norway, thrilling experience for me to participate Denmark, the Low Countries and war and devising procedures for carry- France. Churchill becomes prime in this international Four Power con- minister. 19 41 : Roosevelt ing out the trials. signs Lend-Lease Act. Germany ference,” he recorded, “representing attacks the Balkans and Russia. the undertaking was extremely Pearl Harbor brings U.S. into World the U.S. and knowing that I was parti- delicate. American, British, French and War II; Manhattan Project begins. cipating in making history.” He was 19 42 : Nazi leaders meet to russian representatives would all be coordinate the “Final Solution.” “speaking to the world,” wallis knew, Enrico Fermi achieves nuclear participating in the trials — each nation chain reaction. 19 43 : FDR “not only the world of today but the freezes prices,salaries,wages as bringing its own legal procedures and anti-infl ation measure. First world of future generations.” income tax withholding introduced. political agendas to the courtroom. As 19 4 4 : Allies invade Normandy. International Monetary Fund and wallis observed in a diary he kept of World Bank created. Battle of the those momentous months, the process Bulge. 19 4 5 : Yalta Confer- ence. FDR dies on April 12. Hitler they devised was “a compromise of the commits suicide on April 30 and Germany surrenders the following divergent views of the four powers, week. Atomic bombs dropped on Hiroshima and Nagasaki in inasmuch as continental jurisprudence August; Japan surrenders. and procedures of trial are quite differ- ent from Anglo-American.” At times wallis vented intense frustration with the byzantine and often Machiavellian negotiations that ensued. Eventually

30 GOODWIN PROCTER 1938-1962

CHAPTER 6 NEW BUSINESS

nce again, with a world war winding down, partners and associates reassembledO at 84 State Street. But post-war practice would not be business as usual. The fi rm was reaching a generational turning point. During the war, Col. Goodwin began to withdraw from day-to-day practice. POST-WAR PRACTICE The war’s end brought a Cushing Goodhue also pulled new world. The fi rm’s leader- ship changed suddenly. The fabric of American business back and was semi-retired did as well. The Depression was over by the late 1940s. Then, in and business was vigorous. New forms of industry based on R&D and new technol- 1952, Sam Hoar suddenly died. ogies took root and an era of acquisitions dawned. Separately, these events were Goodwin Procter’s new leadership proved to be in tune with the opportunities signifi cant. Together, they rep- provided by a new, expan- sive corporate world. resented the end of an era. Goodwin ProctEr 1938-1962

MINUTE MAId A strong entrepreneurial strain Minute Maid and concentrated orange permeated the economic land- juice came out of the war effort when the U.S. Army hired the National Research scape after the war, and Goodwin Company to develop powdered orange juice. Procter’s growing expertise was That effort never quite panned out. The venture did teach National Research how quickly put into service. Dick Morse to process concentrated orange juice that At times this new business froze for easy storage and shipping. In the wake of the war, the company drew the fi rm far afi eld, as in set up a factory in Florida, vacuum the case of National Research Foods, to produce Minute Maid for American supermarkets Company in Florida. At other and kitchens. times, as with Wang Laboratories Goodwin Procter helped dick Morse, the founder of and Al Capp, the fi rm found National Research, issue stock work right at home in Boston. and take his new venture public.

AL CAPP Al Capp, creator of the syndicated cartoon “Li’l Abner,” was one of the best-known cartoonists in WANG LABoRAToRIES the country in 1946 when he one of the fi rm’s most prominent That “something” was a small came to Goodwin Procter clients, Wang Laboratories, arrived lab which specialized in magnetic Al Capp looking for tax advice. via referral in 1955 when Fish, Rich- storage technologies and was A long-term relationship ardson & Neave, the patent attorneys beginning to make digital calcula- ensued, with the fi rm helping upstairs, passed along a young tors and counters. It would become Capp revise his syndication dr. An Wang, an engineer and small one of the most important and suc- contract, negotiate collateral entrepreneur, to dick Nichols. Dr. An Wang cessful computer companies of the licensing rights for comic Nichols, in turn, sent Wang to 20th century. books, plays, music and Charles Goodhue, a Goodwin Procter Goodwin Procter helped dr. Wang other media presentations associate, saying, “Charlie, Fish and structure incorporation in a way that of “Li’l Abner,” and handle Richardson sent this man down here would safeguard his personal fi nan- copyright, trademark and who has built something, and I really ces. It was the beginning of a pro- other IP issues. don’t have time to fuss with him.” ductive, decades-long relationship.

32 Goodwin ProctEr 1938-1962

BUILdING THE CoRPoRATE PRACTICE the norton company, based he fi rm was still a small, tightly in Worcester, Mass., typifi ed the new Tcohesive offi ce. Eleven partners, opportunities for enterprise. Founded in as many associates, and 18 staff WAITING FoR the 1800s as a family-owned pottery THE WANG IPo employees made up Goodwin Procter Undoubtedly, the most works, it had evolved by the 1930s into dramatic moment of Goodwin in 1951 — numbers that held steady Procter’s long association a specialized company making abrasives with Wang Laboratories came through the early 1950s. 12 years after their impromptu and grinding wheels. this relatively minor introduction in the halls at Among the rising generation, 84 State Street. fi eld became a major industry as it trans- on August 23, 1967, Dick Nichols, who joined the fi rm dr. Wang and Charlie Goodhue formed from making tools that smoothed received the SEC’s confi rming in 1929 and became a partner in 1937, telegram in Goodhue’s offi ce rough edges into manufacturing preci- played an increasingly prominent role. that stock could be sold. sion instruments vital to automotive, Finding his footing within the fi rm aerospace and other industries. during the war years, nichols realized By the 1950s, norton was making he was fascinated by business. Goodwin acquisitions, moving into new fi elds of Procter had done some corporate work r&d and setting up plants and busines- when nichols arrived, though nothing The approval had not been ses around the world. Goodwin Procter that amounted to an established prac- quickly forthcoming. Things worked closely with norton on many of moved remarkably faster, how- tice. nichols saw potential and began ever, after Goodhue got the these ventures, helping the company — idea to take a salesman and a building up “the corporate side.” calculator down to Washing- still family-controlled into the 1970s ton to demonstrate just His timing was fortuitous. in the exactly what it was that the — through corporate, tax, regulatory, and S-1 prospectus described. wake of world war ii, while an earlier The initial public offering strategic challenges and opportunities. price was $12.50. The fi rst generation of industry was migrating shares traded that day at $38. nichols and his Goodwin Procter By the close that fi rst after- out of new England, new forms of noon, the price was $40.50. colleagues formed relationships with And dr. Wang, always both industry were taking root — companies practical and philanthropic numerous other companies undergoing at his core, had set aside making sophisticated materials and 20,423 shares for his employ- similar transformations. wang Labora- ees — at $4.17 a share. more technologically complex industrial tories and national research company products driven by research and devel- were two. the Foxboro company (the opment capabilities. fi rm’s fi rst NYSE-listed client), which

33 Goodwin ProctEr 1938-1962 manufactured industrial controls, be- offering input that went beyond legal came another, as did Barry controls, advice — input that amounted to strate- the wright Line, new England Mer- gic counsel as his clients grew. As a chants Bank and Houghton Miffl in. consequence, he was invited into many boardrooms. over the course of his Good BUSINESS SENSE career, nichols served on nearly 50 nder nichols’ leadership, the boards; at one point he served on as Ucorporate practice soon joined the many as 27 simultaneously. INvITEd INTo fi rm’s tax, trust and probate work as a THE BoARdRooM involvement of this sort stretched dick nichols made business mainstay. in fact, nichols be- corporate directorships nichols’ time and responsibilities. He his bread and butter: came so important that by the late-1950s “in almost every case learned to limit his board memberships Goodwin Procter took out a life insur- i was quickly put on the to those within reach. “i had a rule,” executive committee, which ance policy on him worth several million decides most of the things he recounted. “i would not serve on a in those companies,” he dollars, naming the fi rm as benefi ciary. related later. board whose meetings i could not drive “it gave me a chance to nichols (who fortunately enjoyed work very closely with the to and return the same day.” a long career) was particularly well-suited executive offi cer. I liked to Board membership was never feel that i had an impact on to the work. “richard was full of energy company decisions, that i a token affair for nichols. Engagement was contributing to things. and ambition,” his wife, ruth Killian “i always did my home- at this level and the breadth of the fi rm’s nichols, remembered. “Perhaps one could work. i would lug agendas burgeoning corporate practice wove with me wherever i went. even call him a workaholic.” As one of it was the only way to do Goodwin Procter’s presence into the it, but i enjoyed every bit.” his colleagues put it, nichols “could ex- fabric of post-war Boston and new Eng- press things in simple ways that his clients land. Much as the founders had meshed could understand and be persuaded by. an earlier generation of the fi rm into a He had a good business sense and a sense maritime, fi nancial and early industrial of the jugular, of what was important.” economy, nichols, along with peers these traits made nichols an don Hurley, charlie Post and other invaluable resource. He worked closely Dick Nichols colleagues, were guiding the mid-century at the highest level with his clients, fi rm along a new economic landscape.

34 Goodwin ProctEr 1938-1962

CHAPTER 7 BANKING AND BUILDING

hile Nichols and his colleagues built up the firm’s corporate practice,W Don Hurley’s work at the nexus of banking and civic leadership would prove equally significant for Goodwin Procter. This work began taking shape in the late 1940s and grew substantially over the 1950s, carving out a leadership position for the firm that centered in Boston and radiated outward across the region. The firm’s burgeoning legal skills played an important role, Don Hurley sought to bring both his name and the firm’s into the public arena. He became a director of the Boston but above all, it was Safe Deposit and Trust Company and served on Boston’s Committee of 100. His membership in the prestigious Lowell Hurley himself – the Institute was highly prized. Hurley was a strong player in the force of his person- awakening of post-war development in Boston as well, and served a term as president of the Greater Boston Cham- ality and the sheer ber of Commerce from 1954–55. Mayor John Hynes even appointed Hurley to head the festivities for Boston’s drive he brought 325th anniversary. It culminated in a gigantic bean supper on the Common.

35 Goodwin ProctEr 1938-1962 to his projects — that established Goodwin whisk him away for an early, ostenta- Procter among Boston’s fi nancial elite. tious exit. that stunt got Hurley’s photo in the Harvard alumni magazine. oUT oF THE FRYING PAN

urley had joined the fi rm in 1931 INTo THE vAULT Hand made partner in 1939. By the urley’s gift for showmanship cer- 1950s, his distinctive approach to busi- Htainly helped sustain an aura of ness development was coming to the importance around the man. Much fore. “He loved to take big cases, loved more was at work, though. Another to do big things,” a colleague related. don Hurley was a pioneer as critical ingredient of his approach was was his wife Miriam, who And he labored constantly, determined- attended Radcliffe and was a a relentless search for ways of getting leader in the Boston chapter ly, obsessively on behalf of his clients. of the League of Women voters things done. when traditional interpre- as a young woman. Hurley “worked night and day,” fellow Both of them were barrier tations and approaches failed his clients, breakers. Up until WWII, partner George Butterworth related. the Boston Brahmins reigned Hurley looked for inventive solutions. apart. The Hurleys moved “Every moment of the day, his mind was into the breach between the “don was a brilliant strategist,” Butter- Yankees and the Irish. thinking of one thing: serving his clients.” Their participation in the worth recalled. “People would say, life and institutions of Boston A fl air for grand gestures accom- broke many traditional molds. ‘You can’t do that, it’s illegal.’ He’d say, panied the rigorous effort. one story ‘We’re going to do this. You fi nd a goes that when Hurley traveled to new way to do it.’ that was his approach. York to attend board meetings at the He would make the law do what he chemical Bank of new York, he would wanted to do.” arrange to receive calls interrupting the the crowning example of his meeting. “He would say, ‘i’m sorry, but resourcefulness came in 1963, when i have an important call from Paki- Hurley and his Goodwin Procter col- stan,’” a Goodwin partner recounted. leagues helped engineer the single- Hurley created a similar effect bank holding company exemption. during his 25th year Harvard reunion The Boston Safe Deposit and when he arranged for a helicopter to trust company, a client of Hurley, had

36 Goodwin ProctEr 1938-1962

HURLEY’S WoRK By the 1960s, Goodwin Procter had earned a national reputation in the bank- ing and fi nancial world, and it was largely on the back of don Hurley’s practice. Don Hurley’s relatively Regularly in the company of governors and mayors, bankers and boosters, Hurley would gain widespread recognition for two particular achievements. quiet fi rst years with the fi rm The fi rst was his 1953 blueprint for the Commonwealth’s version of the Small oNE HELLUvAN IMPoRTANT GUY belied the heights to which Business development Corporation, chartered as the Massachusetts Business don Hurley had an undeni- development Corporation. able fl air for the dramatic. George his star would later rise. A decade later, Butterworth recalled Hurley’s A veritable persona developed federal legislation in the form of the single- 25th reunion at Harvard: with his return from WWII. bank holding company “I remember the fi rst month i was here, i got my Harvard The fi rm, the city and the exemption was conceived, drafted and passed with alumni magazine and inside the Commonwealth were his Hurley directing the frontispiece, there was a picture. center stage. entire process. It was this picture was of a Harvard one of the crowning alumni gathering in Puget Sound achievements of his and the caption of the picture career.

THE PRU was, ‘Helicopter leaves Harvard It was an enormous entrepreneurial spirit that had created new land in the last half of Alumni Association bearing don the 19th century, when trains ran six days a Hurley away for more pressing week, 24 hours a day for 40 years, carting business,’ or something like that. away the Needham Hills to create Boston’s “Lawyers aren’t allowed to Back Bay. advertise but, in effect, Hurley That effort had slumbered for fully half a had an ad in the Harvard alumni century. But when Mayors John Hynes and John magazine. He had sent a mes- Collins led the successful effort to transform sage to every Harvard alumnus the Back Bay train yards into the new Pruden- that he is one helluvan important tial Center, don Hurley was on the scene guy who gets to meetings like throughout. It was a monumental task. For years that. don was a master at this.” seagulls rested on the tides that rose and fell in the tower’s excavation while the complex fi nancing, zoning and tax incentives required to make the project a reality were ironed out. When the Pru fi nally opened in 1965, it was the fi rst major new offi ce space built in Boston in four decades. George Butterworth The Prudential branch of Goodwin Procter opened on the tower’s top offi ce fl oor.

37 Goodwin ProctEr 1938-1962 been looking for relief from rigorous THE MATURITY FACToR NETWoRKING . . . “one day a few months federal restrictions on commercial after our arrival, three of us long with his growing stature in the were engaged in a feet-on- banks. Hurley attacked the problem the-desk bull session in my Abanking and fi nancial sphere, Hur- single-mindedly, playing an instrumen- offi ce when all of a sudden ley also pursued political connections there was a ‘Hhrumpf’ tal role in conceiving, drafting and at the door. we swung and state-level business development. around to see Mr. Hurley. securing passage of an exemption for “we put our feet where in 1953, he helped draw up they belonged as he stared parent companies holding single banks for a few seconds at one the blueprint for the Massachusetts along with non-banking subsidiaries. and then another of us. Business development corporation, “Finally, making up his this seminal innovation, enacted mind, his eyes came back to designed to function on the state level me and he said, ‘Bill, could in a 1963 amendment to the federal we talk in my offi ce, please?’ much as the Small Business Develop-

Bank Holding company Act, cemented ment Association did on the federal Hurley’s position both within Boston’s level — that is, by soliciting capital fi nancial circle and beyond, becoming from insurance companies and banks the basis for signifi cant legal advising “when we got there he to channel through development loans for Goodwin through the 1960s. confessed to having a confl ict into small and mid-sized business at two o’clock. ‘You hop By this time, Hurley had also in a cab and go see colonel ventures. The MBDC granted fi ve per- Hall at chas. t. Main.’ joined a select, informal gathering of “when i protested that cent, fi ve-year loans exempt from state i knew nothing about chas. Boston’s fi nancial powers that met t. Main, its president col- taxes to small businesses rated too risky regularly in an old bank vault at 225 onel Hall or the subject for normal institutional investment. matter of the meeting, he Franklin Street — a meeting ground said, ‘don’t worry. Just lis- Hurley served as counsel and ten to the colonel, take lots that gave the group its powerfully evoc- of notes and look mature.’ later president of the corporation. ative and somewhat mysterious name: “it seems that our rela- His involvement generated a stream tive ‘look mature’ factor was the Vault. As one of only two lawyers what don had been ascer- of business for Goodwin Procter as taining as he stared at us. it invited into this sanctum, Hurley joined was my premature gray hair the fi rm stepped in to draft loan agree- that had won me the nod.” the 10 or so heads of Boston’s largest ments, guide grant recipients through banks and insurance companies to the process and, when necessary, weigh in on civic matters and public execute bankruptcy arrangements. affairs issues. Bill King

38 Goodwin ProctEr 1938-1962

. . . ANd dEvELoPMENT cial player in Boston and nichols rising urley also delved into local Boston to prominence as a corporate lawyer, Hpolitics and building. He served Goodwin partners Allan Higgins and ’TWAS as president of the city’s chamber THE NIGHT charlie Post were working with law- BEFoRE CHRISTMAS of commerce (1954–55) and became “it was 1962, the second makers in washington, d.c. to develop christmas i was an asso- an infl uential advisor to John Collins, ciate. A buyout was being legislation that would establish rEits done for somebody out in Boston’s mayor from 1960–68. Holyoke. the papers had (real estate investment trusts) and help these efforts elevated Goodwin to be signed on christmas stimulate real estate development across Eve. A lawyer was needed Procter’s profi le in the city to new and i was asked if i could the country. go. the papers would be heights. they also connected Hurley to ready at 11 am. i could be this collective expertise generated back by 3 pm. i said okay. many of the development efforts that “well, don Hurley a surge of dynamic growth for Goodwin dramatically reconfi gured Boston in the fussed and fussed as he Procter during the 1950s that would often did and i set out on 1950s and 1960s. christmas Eve about 7 pm. continue throughout the next decade. i got the papers signed and Most prominently, Hurley played got home around midnight. an instrumental role in the fi nancial My wife natalie was not very happy. and legal arrangements behind the “on christmas day, natalie answers the phone. Prudential center, a massive develop- it’s don Hurley. ‘Ohhhh!’ she says. when i took the ment project that erected the fi rst sky- phone, he confi ded, ‘I have scraper built in Boston since the 1920s. the same problem at home, Bill. christmas Eve was not coincidentally, new England my wife’s birthday, and we were to have dinner at the Merchants National Bank and United Sudbury Inn. When we got there, they’d just stopped Fruit (both dick nichols’ clients) serving. we saw the table would agree to establish their corporate but we couldn’t eat.’ “don never forgot that headquarters in the building — and ‘Ohhhh.’ You know, he was apologizing for that nichols would arrange to move a small until the day he died.” group of Goodwin Procter attorneys into the offi ce tower as well. With Hurley emerging as a fi nan- Bill Gorham

39 Goodwin ProctEr 1938-1962

Starting in 1953, the fi rm was involved in writing the fi rst bill introduced in Congress to accord conduit tax treatment to real estate trusts. Work continued throughout the ’50s, fi rst under Allan Higgins and, following Higgins’ death, under Charlie Post. Post was leading the team at the fi nish line when the Real Estate Investment Trust Act of 1960 was signed into law by President Eisenhower on September 14 of that year. It laid the foundation for far-reaching transformation in real estate investment.

40 Goodwin ProctEr 1938-1962

CHAPTER 8 TAX TRANSFORMERS

he third leg of the firm’s impressive growth during the post-war years, alongside “Allan Higgins was attuned T to the Washington scene more than any other Boston its burgeoning corporate and banking practices, was the tax lawyer of his day,” said his partner Charlie Post. practice built by Allan Higgins and Charlie Post. “A born Yankee, Allan could be a country boy when he was dealing with The field was a familiar one, of course. Goodwin Procter a Maine senator. “The power in Congress had been nurturing tax expertise and developing applications at the time—and most of the bureaucracy— was South- for investments structured as trusts since the 1920s. Higgins ern. Allan was flexible. After he had been in Washington — which he pronounced and Post rethought and revitalized the practice. ‘Washun’— for two days, his accent would soften, Their work, touching on many parts of the tax code, and after a week it would become a southern drawl.” would have its most significant repercussions for real estate investment trusts, and it earned the firm a stellar reputation and a great deal of new business from that corner of the world.

Charlie Post

41 Goodwin ProctEr 1938-1962

A Washington Presence THE ROOTS OF REITS iggins was the initial catalyst. By iggins also played an instrumental Hthe early 1950s, he assumed nation- Hrole in crafting the tax policies al prominence as an expert in tax policy. around which real estate investment He became chairman of the ABA’s trusts, or REITs, would be modeled. Section of Taxation, and as the Internal ONBOARD THE SUPER CHIEF REITs had their roots in the The firm played its first Revenue Act of 1954 took shape, he important role in shaping fed- 19th century. Collective investment in eral tax law in the mid-1950s. spent a substantial part of his time in The Supreme Court had commercial real estate was frequently ruled that residents of commu- Washington counseling cabinet officers, nity property states could accomplished through something called split a married worker’s income administration officials, members of with a non-employed spouse, the “Massachusetts business trust.” One file separately and thus drop Congress and committee staff. Higgins both into lower tax brackets. or more professional trustees held title On a return train trip from spent so much time in the capital, and the West Coast, partner Allan and managed the property for investors, Higgins was holed up in the the firm considered the work so impor- club car with the assistant who held transferable shares. treasury secretary for tax tant, it rented him an apartment there. policy. They were dissecting Although shareholders of business Treasury’s problems with He was well-suited to the work. the community property law trusts were subject to taxes on distribu- Gregarious, outgoing and possessing legacy Spain had bestowed tions, it was initially believed that the on Texas and California. an incisive analytical grasp of tax issues, Mayhem threatened if the trusts themselves would not be subject to common law states rushed the ABA imprimatur and an adroit to adopt some sort of com- corporate tax on pre-distribution income. munity property system one lobbying touch, Higgins earned wide by one. Higgins convinced In 1936, however, the U.S. Supreme the assistant secretary that respect and collaborated at the very it could be avoided if the Court sided with the Internal Revenue’s benefits of community property heart of the federal legislative process. were simply extended to all position that features of the business the states for filing purposes. Charlie Post believed his partner The leader of the move- trust were so similar to those of a cor- ment to preserve the commu- was the perfect Boston ambassador to nity property concept was poration that the business trust was a also on the train. Armed with the denizens of Washington. “He knew a bottle of bourbon, Higgins corporation for federal income tax and the assistant secretary who was close to whose ear,” recalled invited themselves into his purposes. The court decision spurred compartment and the three Post. “He cajoled secretaries and con- proceeded to clear up that the nascent mutual fund industry, which and other matters — gift and gressional staff assistants as well as the estate taxes, for example, and used a similar type of organization, top brass. He could always get heard.” the marital deduction. to undertake a legislative effort, and Higgins later shepherded all these solutions into law.

42 Goodwin ProctEr 1938-1962

Congress granted mutual funds “con- THE “GREAT TEST CASE” SEVEN LEAN YEARS “We represented the duit” tax treatment. This legislation Massachusetts Taxpayers iggins led the cause, abetted by Association. It was a exempted registered investment compa- worthy cause—trying to Hlike-minded colleagues in Washing- nies from tax at the entity level. It did get taxes down. At one ton. The team put its first bill to accord point we noticed that no not apply to entities whose collective one could park on Beacon real estate trusts conduit status before Hill because all the legisla- investment was in real estate, however. tors’ cars were parked there Congress in 1953. When that effort fell and it was all reserved. During the Depression years, “This wasn’t strictly tax- short, it tried again the next year, and the corporate tax was actually of minor ation, but we thought it was the year after. vaguely un-American, or it consequence to real estate trusts, since must be illegal, or unconsti- The people at Treasury and on tutional or at least fattening. they earned little income. The burden We’d bring a suit. Capitol Hill were not unsympathetic to “Frank Wallis went up became oppressive and the issue more to Beacon Street in a car the idea of conduit treatment for Good- pressing following World War II, how- with no legislator’s sticker. win Procter’s old-line trusts, most of No ticket. So, Frank went ever, as real estate investments regained and found a cop, but the cop which had been created before the income just shrugged and went his profitability. Goodwin Procter’s clients way. Finally, Frank found tax and were clearly not tax-shelter a cop who wrote up a tag. included some long-established profes- “It was just a $1 or $2 gimmicks. But these were a small part of sional real estate fiduciary managers fine, but we went before the economy and not worth adding new Judge Adlow. He was a and some of their real estate investment saturnine, no-nonsense complexities to the tax code, unless it fellow. We wanted to be vehicles — mostly business trusts — found guilty, of course, so would encourage new construction. we could test its consti- that were increasingly interested in tutionality. Adlow was no The important issue was always legislating away the corporate level tax. fool. He looked at all this one of active versus passive income, and and said, ‘Oh, you want to These Boston trustees were by contest this, do you Mr. the bugaboo was the fear that active Wallis? The car belongs to nature “individualistic, conservative the head of the Taxpayers business income might escape corporate Association. Well,’ he said, and unaccustomed to the laborious and ‘case dismissed.’ Thus tax if conducted in association form. frustrating process of turning a bright ended the great test case.” It took years to resolve this dilem- idea into an act of Congress,” Charlie ma. Unfortunately, in 1958, in the midst Post wryly observed. Initially they shied of the campaign, Allan Higgins grew ill. away from active lobbying, he added, In 1959, he died, and Post assumed full “but they learned.” leadership of the effort. Charlie Post

43 Goodwin ProctEr 1938-1962

THE TIDE TURNS 19 46 : Benjamin Spock’s THE AFTERMATH childcare classic published. t this point, momentum was build- 19 47 : Jackie Robinson joins iggins’ original ideas and language the Brooklyn Dodgers. 19 4 8 : Aing. Somewhat battered by various Alfred Kinsey publishes Sexual Hhad evolved, but the underlying Behavior in the American Male. amendments, the REIT bill proceeded concept and structure remained essen- 19 4 9 : First successful Soviet on its legislative way. atomic test. 1950: Brink’s tially intact. REITs received federal robbery in Boston; nearly $3 According to Post, the idea in million stolen. 19 51: Color sanction and, critically, conduit tax status. television introduced in United contention at this final stage was that States. 1952: Ralph Ellison’s “Within two weeks” recalled Post, Invisible Man is published. since real estate trusts wanted conduit he found himself “explaining the Act for treatment and regulated companies had more than an hour to 1,200 real estate conduit treatment, and since both busi- types assembled for lunch.” The client nesses were engaged in investing money, who introduced him “hailed the Act as the 195 3 : Edmund Hillary and a REIT should be required to look more Tenzing Norgay conquer Everest. most important stimulant to real estate James Watson, Francis Crick like a regulated investment company. and Rosalind Franklin discover development in the century.” He credited structure of DNA. 1954: No particular tax policy seemed to be Brown v. Board of Education Post as being “its principal architect.” of Topeka, Kansas bans racial involved at all; it was now more a mat- segregation in American public Post modestly downplayed his own schools. 19 55: Rosa Parks ter of conceptual symmetry. Accord- refuses to sit at the back of the role. Still, he could honestly claim to be bus. 19 5 6 : Hungarian ingly, additional tests were devised to rebellion forces Soviet troops to “one of a very small handful of lawyers in resemble in some cousinly form those withdraw from Budapest. Ingmar the country who knew what the Act was Bergman’s Seventh Seal debuts. thought to apply to mutual funds. Allen Ginsberg’s Howl published. all about and knew the people to see in After a great deal of redrafting government to resolve any problems.” and hand-holding by Post and crew, It was an enviable position to the firm’s clients were satisfied and occupy, and he promptly began expand- the Treasury Department was as well. ing it into a national practice. Over the 19 57 : Russians launch The REIT bill was added as an amend- Sputnik I and Space Age begins. next decade, numerous major U.S. 1958: Charles de Gaulle ment to an existing piece of legislation elected president of Fifth French banks and insurance companies, as well Republic 1959: Leakeys extending the excise tax on cigars. The discover oldest hominid fossils. as owners of existing property portfo- 19 6 0 : U-2 spy plane is shot Real Estate Investment Trust Act was down over Russia. 19 61: lios, would be managing REITs. Several Moscow puts first man in orbit signed into law in September 1960. around Earth. Berlin Wall erected. would become Goodwin Procter clients. 19 62 : Cuban Missile Crisis.

44 Goodwin ProctEr 1938-1962

GOODWIN PROCTER 50TH ANNIVERSARY DINNER

June 1962

BACK ROW robert Monks, William Gorham, Marshall “Pete” Simonds, David Eusden, Preston Saunders, Ronald Marcks, George Gardner, Henry Shepard, Juris Udris, Leonard Wheeler, Henry Hosmer, Fairman Cowan, Nathaniel Rutter

THIRD ROW John Howland, Raymond King, Erato Haseotes, William King, Paul Schlaijker, William Pechilis, Frederick Robbins, Charles Goodhue, George Bernardin, Joshua Berman, Robert Fraser, Donald Evans

SECOND ROW russell Simpson, Carl Schipper, Charles Post, Donald Hurley, Richard Nichols, Col. Robert Goodwin, Cushing Goodhue, Joseph Knowles, John Mechem, Frank Wallis, Robert Duncan

FRONT ROW dwight Allison, Paul Rugo, Allan van Gestel, Walker Comegys, Roger Stokey, Samuel Hoar Jr., Paul Farrel, Samuel Batchelder, Wilbur Jaquith

45 GOODWIN PROCTER 1938-1962

FOREVER GOODWIN MAKING COPIES “ THERE is a lawyer’s destiny. Standard TIME USED TO BE PROCTER copying technology at the time CHARGES consisted of excellent typists, were entered on ledger cards ONE SURPRISE lots of carbon paper and the in this era before the advent of AFTER ANOTHER Royal Standard manual that merciless taskmaster, the in trial work, but because now AT typewriter. computer. Vertical columns we have rules of discovery, we can But in the mid-1950s, the listed the time spent and work take depositions of people on the offi ce bought its fi rst copying performed by each lawyer. other side and they can take them machine. It consisted of two One new associate sub- of us as well, and require us to produce documents. parts: a pair of rollers through mitted his charges with the “In those days, you entered a which the document was description: “Blotting presi- courtroom and you really didn’t run between two pieces of dent’s signature on bonds — know what was going to happen light-sensitive paper and a 1 hour.” He was summoned to next.Your client would be well- 50 chemical bath that developed a partner’s offi ce and instructed prepared because you had talked 1962 saw Goodwin, Procter & Hoar celeb- and fi xed the image. that the appropriate description to him and knew what he had to rate a half century in business. Space in would be: “Assisting with doc- say, but you really didn’t have uments at closing — 1 hour.” any knowledge of what the other the offi ces at 84 State Street was getting party was going to say. You crowded. By now there were 17 partners, could ask the other person 30 SPECIFIC questions, and that was it. 26 associates and a “Only once in a while these While still largely Boston- SATURDAY days is there a surprise. There support staff of 59 — centered, the fi rm was gradually The noxious chemicals developing a geographically had to be changed each day ASSIGNMENTS are certainly still tactics involved, were still the rule until 1961. just over 100 people. diverse clientele and becoming and were perennially burning but the tactics are very different.” familiar with the Washington Everyone remembered the The breadth of scene. During these years, it holes in the clothing of the memorandum that came even maintained a D.C. apart- people who used the equip- the fi rm’s work had ment for visiting lawyers. around saying Saturdays ment. It was time consuming wouldn’t be assigned any expanded dramatically and messy, and if the copy longer. But the euphoria lasted was left in sunlight for even as well. Its corporate, only a moment because that a short time, it turned black memo was followed almost banking and fi nance, and became unreadable. immediately by a second, and tax expertise were saying you were expected to Sam Hoar Jr. rapidly bringing it to work every other Saturday. Still — you could now choose national attention. your own schedule.

46 Goodwin ProctEr 1938-1962

“ EACH YEAR AT CHRISTMAS “ I REMEMBER THE the associates hosted a party for REQUISITIoN FoRMS the partners, usually in the we had to fi ll out in bookkeeping for library. the potables were subway fare so we could get to the East brought in, together with cambridge courthouse. this was in 1958, crackers and cheese. when I joined the fi rm. It “One of Richard Nichols’ “Procuring the ice was still a very conserva- biggest talents was that was a special assignment usually tive, old-fashioned place. given to the junior associate whom “i said, here we have although he was very the senior associates agreed was “ THE SENIoR responsibility for zillions bright, he could express most in need of a lesson in humility. of dollars of client problems things in simple ways that it involved going to an ice company SECRETARIAL in our hands and we can’t get a subway his clients could under- and lugging a bag of ice cubes back STAFF token without a requisition form! And to the offi ce. was, then as now, very knowledgeable i suggested that we purchase a hundred stand and be persuaded by. “one year the designated ice- about matters of legal practice, and subway tokens that could be available “He also had a talent getter sat in his offi ce all day long more than once saved an inexperienced every time we needed one. for identifying which points working on documents for an associate from embarrassment. “the partners found a way to update important transaction. the rest of “in the days before prepared forms that procedure.” would have a telling effect us were frightened. Suppose it got had been thought of, we used to pull upon the client, or the other to be party time and there was no out a carbon copy of the kind of party, when negotiating. ice? who would face the wrath of document we needed and mark it up. “ I ALSo REMEMBER Frank wallis under these conditions? An inexperienced drafter might not BEING ASSESSEd $25 “Charlie Post, on the How would Nichols and Stokey notice what had been omitted from that december in 1958 to help pay for other hand, had a facility make baseball bets for the coming the document being used as a model. the christmas party that the associates for making things very season without ice? disaster loomed. “i remember getting a call at home traditionally gave for the partners. complicated and being “On the stroke of fi ve, a grimy one night from the secretary who was “on top of that, the new associates minion from the local coal and ice preparing a will for me that was to be got no bonus whatsoever. very imaginative. We had company stepped off the elevator on shown to a partner in the morning. “i was moved to point out to the a phrase — ‘Postian’ — the ninth fl oor, tugged his forelock, She said, ‘Mr. Stevenson, in that Jones powers that be that this must be the that we used. and said to Miss Georgie Gray, the will, did you mean to omit from the only place in America where you didn’t receptionist, ‘i have 25 pounds of powers clause the line about holding get a check at the end of the year, but “I remember as a ice cubes to be delivered to a Mr. securities in a nominee name?’ needless you paid for the christmas party. young associate sitting in Howland.’ From that moment on, to say, the omitted words were added “Ever after, the new associates on a meeting he was having it was clear that John Howland and the partner who read the document received some sort of check at the with some clients. After we was destined for greatness.” the next morning was none the wiser.” holiday season. it took another decade, though, before the partners had fi nished going through began to pick up the the matter, we were walking tab for the parties!” down the hall and the client said to me, ‘Gee, he’s smart as hell. I don’t understand a goddamn thing he said!’”

Arthur Stevenson Paul Rugo Don Evans

47 Goodwin ProctEr 1963-1987 elevator espionage Change comes in many flavors, observed Charlie Post Goodwin Procter’s next quarter more than a decade after the firm moved to 28 State Street. century was one of both change “Shared elevator banks and growth. By the late 1960s, can sometimes prove a source the firm’s size had increased so of unexpected news,” he recalled. “Lunchtime groups dramatically that it brought may be low key, but business- about a move to substantially bound groups have a specific larger space in the sleek gray mission, and spilling informa- tion is the last thing they want. office tower at 28 State Street. Yet as they leave a meeting, in spite of themselves, they often reveal much. “They think their words are coded to disguise what they’re talking about, but one knows. ‘Well, we’ve got a deal.’ ‘What the hell do we do now?’ ‘I told Jones six months ago to settle this.’ “Sometimes the mere pre- sence of a certain individual can disclose what’s up – assum- ing one knows who the people are and why they’re together, and one usually does in a place like Boston. Once I even heard a man tell another how he was going to buy out a group that I represented. “Nowadays, when there’s a strange face, one is no longer sure if it’s a new lawyer at the firm, someone else’s lawyer, a client, someone else’s client, a man there to fix the comput- ers or an intruder taking a break after a saunter around stealing handbags! “The elevator as a medium is as old as the elevator.”

Charlie Post 48 Goodwin ProctEr 1963-1987

CHAPTER 9 CHANGING TIMES

Rya Zobel hen Col. Goodwin formally retired in 1963,W it was the end of a remarkable 60-year legal career. The next quarter century, though, would bring changes to the firm beyond anything he or Joe Procter might have imagined. Between 1963 and 1987, Goodwin Richard Soden Procter would nurture the growth of several new practices. It would gain national prominence in key areas. It would overhaul its governance and democra- tize the partnership. It would cultivate new commitments to civic leadership.

In the 1970s, Rya Zobel and Richard But most basically, it would grow. And that, in turn, Soden were the first woman and African- American, respectively, to be welcomed would transform the face and feel of the firm. into the partnership. Their elections gen- erated a wave of demographic change that remade the firm’s population.

49 Goodwin ProctEr 1963-1987

neW people 19 63 : Bob Dylan writes Procter’s fi rst woman partner. The fi rm The Times They Are A-Changin’. ith growth came diversity. In part, Beach Boys release Surfi n’ USA. invited Rya Zobel to come over from the changing demographics of the Kingsmen record Louie Louie. W Patsy Cline dies. another law fi rm in 1973. fi rm refl ected social transformations 19 6 4 : Some had noticed and admired her overtaking the nation as a whole. Opti- Beatles appear work while negotiating with her from the on “Ed Sullivan.” mism blossomed in the early 1960s as Supremes score number other side of the table. Many thought she -one single with Where Did Our John F. Kennedy, a Massachusetts sena- Love Go. Kinks debut album would be a strong addition to the litigation features You Really Got Me. tor, won the presidency and inaugurated 1965: Doors form after a department. Her outstanding performance chance meeting on Venice Beach. “The New Frontier.” Subsequent strug- Grateful Dead form but call served to destroy forever a previous stereo- gles for civil rights and women’s liberation themselves the Warlocks. Bob Dylan goes electric at Newport. type that women lawyers were suitable were soon gaining more access for more Byrds’ Mr. Tambourine Man tops only for probate, domestic relations or real the charts. Simon and Garfunkel Americans previously excluded from full record The Sounds of Silence. estate law. Rolling Stones release (I Can’t participation in public life. By decade’s Get No) Satisfaction. 19 6 6 : Zobel, elected partner in 1976, Supremes’ A’ Go-Go is fi rst album end, a “youth movement” was challenging by a female group to top the continued to break down barriers when Billboard pop charts. Seekers are the country on political, social and cul- fi rst Australian Group to have a she left in 1979 to become the fi rst woman number-one hit with Georgy Girl. tural fronts. judge to serve on the federal district court 19 67 : Notable albums Goodwin Procter underwent a include Surrealistic Pillow, The in Massachusetts. Velvet Underground & Nico, Are youth movement of its own during this You Experienced, Axis: Bold as The fi rm’s fi rst African-American Love, Sgt. Pepper’s, Days of era and, as it did, responded to calls Future Passed. Aretha Franklin partner, Richard Soden, a transplanted records Respect. Bands formed for wider belonging. In 1961, the fi rm include Chicago, Creedence Clear- New Yorker, was elected in 1979. A water, Fleetwood Mac, Genesis, welcomed its fi rst Jewish lawyer, Josh Jethro Tull, Procol Harum, Steppen- corporate lawyer who would practice wolf, Steve Miller, T-Rex, Traffi c. Berman, who became a partner in 1969, at Goodwin Procter for over 40 years, 1968: Johnny Cash records and its fi rst woman attorney, Erato “Trudi” At Folsom Prison. The Band releases Music from Big Pink. Soden became instrumental in promoting Haseotes. By the end of the decade, Janis Joplin is overnight sensation diversity at Goodwin Procter and in the with Cheap Thrills. Electric Ladyland Goodwin Procter added its fi rst African- released. 19 6 9 : Led Zeppelin legal profession overall. debuts. Sly & the Family Stone American associate, Harrison Fitch. becomes a sensation with Stand!. Assumptions about pedigree had The Who releases Tommy. Jackson It took a little while longer to deep- Five debuts. Elvis Presley gives already broadened by this point. After 57 live concerts. Turtles perform en the commitment and elect Goodwin in the White House. Diana Ross limiting itself for nearly half a century to leaves the Supremes. Woodstock.

50 Goodwin ProctEr 1963-1987 the graduating classes of Harvard Law strained the capacity of the eighth and School when looking for associates, ninth floors of the India Building at the firm began casting a wider net and, 84 State Street. Lawyers doubled and by implication, loosening longstanding tripled up in offices, and envied the assumptions about who “belonged.” secretaries’ air conditioners. Paul Lee When Goodwin Procter hired Joe In part to alleviate the crowding, Cotter, it tapped its first Boston College and to tighten the working relationship Law School graduate. “They had already with New England Merchants Bank, hired a couple of graduates from Boston Dick Nichols took a small group of five University,” Cotter remembered. “The lawyers uptown to the newly finished rest of the lawyers were mostly from Prudential Building in 1965, marking the Harvard.” A few years into his tenure firm’s first foray beyond downtown Bos- as an associate, Cotter attended a client A corporate lawyer raised in ton. Admittedly, the “journey” was a matter Boston’s Chinatown, Paul Lee meeting with senior litigator Frank Wallis became the firm’s first Asian- of only a few miles. Bolder, more ambitious American partner in 1984. who, according to Cotter, “was stunned “I liked Goodwin the best ventures afield were still decades away. because it was very entrepre- to find out, one, that Boston College had neurial,” Lee recalled from The lawyers who made the move his interviews with Boston a law school and, two, that I had gradu- firms. “It also struck me as enjoyed their new quarters, and a second the kind of place where merit ated from it.” George Butterworth arrived was more important than all wave rotated through the Prudential a of the other attributes that from Yale Law School and Ed O’Dell law firms used to look for.” few years later. The firm eventually aban- from even farther away, with a law doned the experiment, however, and in degree from the University of Chicago. 1972 reconsolidated into a single office at 28 State Street. NEW PLACES Other experiments took deeper oodwin Procter was still a relatively hold. In the mid-1960s, litigators Sam G small, contained community in 1963, Hoar Jr. and Pete Simonds tried a novel a firm of just over 100, with 17 partners, concept when they hired a few young 26 associates and a clerical and adminis- women who had graduated from Welles- trative staff of 59. But even these numbers ley College to assist lawyers on casework.

51 Goodwin ProctEr 1963-1987

Training in basic legal procedures and neW CoMMitMents principles equipped these “paralegals” to ew lawyers brought in new ideas participate at a level falling somewhere nabout the law, its purpose and possi- between secretaries and associates. bilities. Many intended not just to make tHe seeD Donation Some among Goodwin Procter’s Certainly the most dra- money but also to do good. Efforts like matic expression of goodwin old guard were skeptical of the idea, but procter’s expanding commit- the Boston Legal Assistance Project be- ment to civic responsibility the paralegals proved their worth and would come in 1987, when came compelling outlets for these impulses. the fi rm celebrated its 75th grew in numbers. By 1970, the fi rm was anniversary. “We are doing many more outside things employing four; by 1980, more than 20. than we used to do,” Pete Simonds ob- This kind of growth was happening served in 1983. Allan van Gestel led a team throughout Goodwin Procter. By 1980, it of associates in appealing a death penalty was a fi rm of more than 250 — 105 attor- sentence in Florida — a case that earned neys (40 partners and 65 associates), and the fi rm national recognition — and in a nearly 150 administrative and clerical staff. Under the leadership of subsequent case in Massachusetts, a Good- Bob Fraser and pete simonds, Growth at this pace was unprecedented the fi rm donated $1 million, win team procured a ruling that basically made up entirely of individual and, for the fi rm’s older lawyers, unfamiliar. contributions by the partners, invalidated that state’s death penalty. to fund initiatives in public “There was an era when the older education in Boston. An ethos of civic service was by no it was called seeD, for guard felt we should always be very support for early educational means new, of course. From the fi rm’s Development. conservative and not hire too many peo- above, Fraser (at far left) earliest years partners had dedicated long poses with students and ple,” partner Fred Robbins recalled, teachers from Boston’s Josiah hours and substantial resources to projects Quincy school, one of the “because who knows where the business fi rst grant recipients. like public commissions and professional is going to come from next year.” At this organizations. But the pro bono work of point though, the fi rm was becoming the ’60s, ’70s and ’80s took on new kinds confi dent enough to hire on the assump- of causes — conservation and environ- tion that business was going to come in mental issues, prisoners’ rights, civil rights — or more precisely, that the partners and legal assistance to underserved com- would be able to fi nd the work if they had munities — causes that faithfully mirrored the people to do it. important popular concerns.

52 Goodwin ProctEr 1963-1987

CHapter 10 tHe rise oF real estate

oodwin Procter’s established lines of business — corporate, fi nancial, tax and REIT law — expanded robustly between years that the fi rm’s litigation and real estate

The practice had mostly involved helping home ing clients — deal with their mortgages Murray Hall, had overseen all of this work since the 1930s, assisted when necessary by whatever associate happened to be at hand.

the most signifi cant coming change was the growth of a clientele of owners and practice was about to take root and grow. developers who put shovel to soil. it was the perfect complement to the fi rm’s existing work on mortgages, closings and securities.

53 Goodwin ProctEr 1963-1987

ENTER THE MAVERICKS among developers building supermarkets he initial impetus for growth came and shopping plazas in the region. Tin 1957 when Murray Hall retired Other like-minded young lawyers WANT TO DO REAL ESTATE? and Nat Rutter was brought in. Rutter “Here I was on Labor joined him. Joe Haley arrived in 1964, arrived laterally from another Boston Day weekend in 1965 with and Don Quinn, Dave Ries and Jeff no job. I was down on firm, bringing both experience and an the Cape with some friends Dando all came onboard in the next few and one of them said that entrepreneurial spirit. “I think the firm Goodwin Procter needed years. None of the four were drawn to perceived Nat as a maverick,” a colleague someone. “So back in Boston, Goodwin Procter because of the firm’s later related. “They felt that all real estate I went to a pay phone, reputation in the field of real estate law. called Goodwin Procter lawyers were mavericks and that it wasn’t and asked for the hiring (“When I first started we were not the partner. I said my name an area of law that would fit in with was Don Quinn, I’d just go-to firm for real estate in Boston,” a large Boston law firm.” come out of the army, Dando remembered.) However, they I was a member of the Despite the senior partners’ am- Massachusetts Bar and were drawn by the idea of joining Rutter I was looking for a job bivalence, Rutter attracted young talent, that started immediately. and Udris and building something new. “The person said, beginning with his hire of Juris Udris. ‘Would you be interested “Juris decided that he wanted to expand The son of Latvian immigrants, including in doing real estate law?’ business,” Haley recounted, making the ‘Does it pay the same as a father who had been a judge on the any other kind?’ I asked. prospect sound disarmingly simple. He said it did. ‘Okay,’ Latvian Supreme Court (yet who, in I said, ‘I’d like to talk.’ “We all agreed.” “He asked when I America, worked in a refrigerator factory could come in, and I said, A tight camaraderie bolstered the to support his family), Udris had quickly ‘I’m across the street at young group, with pranks and practical a pay phone.’ He told me mastered English, performed exception- to come on up and see jokes leavening the tough business at him now. I said, ‘Sure, ally in high school and college, and but I didn’t get your name. hand. The quartet of associates worked What is it?’ If you’re going graduated from Harvard Law School. to see the hiring partner, hard and played hard. Though they called Not only intelligent, he was charismatic it’s nice to know who he is. Udris “the Boss,” the senior member of It was Sam Hoar.” and dynamic. Still an associate in 1966 the team was in fact only a few years when Rutter retired, Udris was already older. “We had very close working rela- making the foray from residential to tionships with the real estate associates commercial real estate, finding clients who ultimately became partners,” Quinn Don Quinn

54 Goodwin ProctEr 1963-1987

greater Boston reDevelopMent the fi rm’s real estate practice came to play important roles in many greater Boston area projects that required holes in the ground. some of the marquee ones were the Charlestown navy Yard, Copley place, the Carling brewing plant, and projects throughout Cambridge and across the 128 and 495 high-tech corridors.

Copley place

55 Goodwin ProctEr 1963-1987 recounted. “I think even in those days we tional lenders. “Things got progressively were known as a department that was better,” Haley affirmed. “We got more very supportive of one another.” and more work.”

A BAD DAY In part, the young lawyers found BUILDING BUILDINGS Joe Haley and Don Quinn work and earned clients’ trust because of heir timing was certainly favorable. broke early for a game of golf their approach. Rutter had provided key one Friday afternoon. They Boston in the 1960s offered significant were playing at the Colonial guidance in the early years of the practice. T Country Club owned by George opportunities for real estate development. Page, a client of the firm. “We all went about doing real estate work Haley was having a bad Large-scale projects were transforming day. On the last tee, he wound a bit differently than it was being done at up for a big drive and hit a broad swaths of the city and surrounding horrendous slice which flew that time,” Quinn explained. “Nat instilled off toward the octagonal, region, generating more planning, build- glass-enclosed club house. in us the concept that our job was not to Disgusted, he walked straight ing, buying and leasing than the city had to the parking lot and drove find out what was wrong with the deal off without finishing the hole. seen in decades. Udris and his team were The following Monday, but how to make it happen. We went to Haley found a complaint and a positioned to take advantage. Skyscrapers summons on his desk instiga- great lengths to live within our obligations ted by George Page and signed were rising downtown, and entire neigh- by Page’s lawyer, Joe Bram- as lawyers but also to make the transac- berg. It seems a woman had borhoods in South Boston and the North been sitting by a window in tion work, if at all possible.” the club dining room. A golf End were undergoing reconstruction as ball had shattered the window, More than a little “shoe leather part of a massive urban renewal effort. and the woman, horribly law,” as Haley put it, also powered the frightened by the noise and Udris, Haley, Quinn, Ries and flying glass, had to be rushed young business. “When I first practiced to the hospital. The complaint Dando all found ways into this activity. sought significant damages, here,” Haley recalled, “the man who plus punitive damages for Goodwin Procter’s REIT business opened leaving the scene. walked the fastest was the shoe leather Haley was uninsured for some doors, creating relationships with such a happenstance and he lawyer, and I was pretty fast on my feet. spent a terrified day mourning developers for the young real estate law- the possible loss of not only Real estate is a fast moving practice, very his assets but his legal career. yers. “Lending work gave us access to the At six o’clock, Nat Rutter fast. For young people coming in, one and Don Quinn took him across developers,” Ries related, “and then we the street to 99 State to buy of the significant things about real estate him a glass of solace. Joe started representing them. That was the Bramberg joined them at the is that you get hands-on experience bar. That’s when a light bulb fun part.” Other contacts came by way of finally turned on in poor almost immediately.” Haley’s hurting head. It was longstanding relationships with institu- a prank. All a prank. And the The practice certainly kept people golf ball? It was never found.

56 Goodwin ProctEr 1963-1987 busy. Haley started with projects like MaKing it WorK “And the exit ramps of the turnpike spiral “We’ve come from guiding the Carling brewery through a where the fi rm was ques- right through the garage of Copley Place tioning whether they conversion into a multi-use building, then should even have a real like a corkscrew.” worked on a project in downtown Boston estate department to where In all their deals, the lawyers were we became a strong eco- tall enough to earn him the nickname nomic force that gener- representing the developers: buying the ates its own business, its “Highrise Haley” among his colleagues own professional reputa- land, getting it re-zoned when necessary, tion and is a valuable asset. — though the building was no more than “We’ve represented negotiating fi nancing and construction a dozen stories tall. the movers and shakers contracts, handling the leasing and inter- of Boston and the sur- Bigger projects soon followed. rounding areas. facing with the city on the licensing. “The practice is a mix- Via Charlie Post’s relationship with Real ture of law and business. “We were breaking new ground It’s more than just repre- Estate Investment Trust of America, senting clients. I’ve been and it was fun. We were young,” related Dando undertook the legal work for a in charge of everything Quinn, who for his part was developing from deciding where a major redevelopment of the Charlestown project should be, buying expertise in limited partnership real estate the land, hiring the archi- Navy Yard — a project of breakthrough tect and the contractors, syndications — then a novel concept. making suggestions on proportions and one that also created design and, most recently, The practice was breaking new important relationships within the Boston even administering the ground both fi guratively and literally, of building after it was built. Redevelopment Authority. “Nobody’d say that course. “One of the pleasures that I have in our capacity as lawyers That work introduced Dando to we’re the prime movers, as a real estate lawyer is to walk down the Urban Investment, the developer under- but we make it work.” streets of Boston or drive down Route taking what Dando described as “the 128,” Haley refl ected, “and see a sign and biggest development in town” — in, above know that I was the lawyer that got that and beneath Copley Place. The deal deal going. It gives you a certain kind of closed twice. At fi rst there was a pair of touch with what’s going on out there. You anchor stores and when that scenario can actually see that you’ve been a part of didn’t pan out, the developer renegotiated something.” the two-hotel confi guration that was By the 1980s, Goodwin Procter’s eventually built. “It was a lot of fun to do work had become embedded in the land- that air-rights lease,” recalled Dando. scape itself. Joe Haley

57 Goodwin ProctEr 1963-1987

CHAPTER 11 AO GO-T TRIAL PRACTICE

itigation was hardly 48 new to the firm. Partners had beenL trying cases since its earliest years. Both founders had certainly known their way around a court- room — state and federal alike. Frank Wallis and Leonard Wheeler’s Nuremberg trial work had famously extended this tradition. By 1960, though, litigation had shrunk to a small auxiliary practice. A small team of trial lawyers stood ready to assist in 6 the courtroom when needed. The capability represented a service function, sustained largely for existing clients. ’62 ’67 ’72 ’77 ’82 ’87 Just a glance at the growth rate for the number of trial This trend reversed dramatically, however, as the firm’s lawyers during the firm’s third quarter-century tells much about the litigation litigation work regained momentum. The story spans several department’s rise to a national practice — as decades, new specialties and a new generation of lawyers. well as the firm’s rise to Boston’s top tier.

58 Goodwin ProctEr 1963-1987

ENTERING THE FRAY: DESEGREGATION AND BUSING IN BOSTON In 1977, Goodwin Procter took on a case that clearly cemented the trial practice’s renewed reputation. It was a highly public and largely pro bono representation of the Boston School Committee. Three years before, federal judge W. Arthur Garrity, Jr. had found the Boston public schools to be unconstitutionally segregated. He ruled that any school with more than a 50 percent white student body was required to be balanced by race. The subsequent policy of forced busing rattled Boston. The Boston School Committee continuously disobeyed the ruling and fought it tooth and nail. After three years of non-produc- tive confrontation, elections brought in a new School Committee, which approached Pete Simonds, Goodwin Procter’s trial chief. Simonds agreed to take on the case, but only under his own conditions. “When Pete took over the repre- sentation of the Committee,” partner Henry Dinger recounted, “he indicated that he would only do it if he was going to be free to adopt a less confrontational role with the court.” Simonds demanded that all of the many appeals filed by the Com- mittee’s prior counsel be withdrawn. He stressed to the members that the system was going to be desegregated whether they liked it or not. He said continuing to fight made no sense. With Simonds, the School Commit- tee adopted a much more conciliatory position, working far more productively with the court. “We brought the level of communication from one of hysteria, anger and distrust, down to one where people felt that we were talking to them,” recalled Simonds. “I don’t suggest for one minute we cured the problems of racial segrega- tion. Of course we didn’t, but we turned the case around in a significant way. “Because the work was pro bono, it gave us the opportunity to influence the schools’ behavior. We were genu- inely independent counsel.” 59

GOODWIN PROCTER 1963-1987

RECOVERING A LEGACY AWAY AT TRIAL, PART I ready to work in earnest at reviving the Joe Cotter arrived in ete Simonds joined the fi rm in 1955. 1965. “When I came, Pete fi rm’s litigation practice. Simonds was a mystery At that time, Frank Wallis, Sam Hoar P fi gure to me,” he recalled. “He was away from the Jr. and Roger Stokey handled most of the EARLY BREAKTHROUGHS offi ce with the Crime trial work. Commission. he opportunity arose through an “Although we hadn’t Simonds’ arrival heralded more met, he assigned a case Theiress of chemist Eli Lilly, founder of to me — representing ambitious plans. He was a big man, liter- General the pharmaceutical manufacturer, a com- ally and fi guratively — carrying himself Electric pany with which Goodwin Procter had Company. I with a “John Wayne size and swagger,” was basically developed a relationship when handling running the remembered Paul Ware. Simonds worked Pete Simonds case without some corporate work. A call came inquir- having seen the person for several years on corporate cases, in charge or fi nding out ing whether the fi rm would handle a small assisting in the courtroom when opportu- what he wanted. tort case. Simonds seized the opening. Hard- “Every time I went nities afforded. looking for him I was working, hard-driving and, according to told, ‘Mr. Simonds has A hiatus in 1963 marked the turn- a trial in Baltimore.’ Ware, with “a magnifi cent claim on theEng- ing point in his career: he was offered an ‘Mr. Simonds has a trial in New Jersey.’ ‘Mr. lish language,” Simonds shone in court. opportunity to work for the Massachu- Simonds has a trial in Eli Lilly called again with another Maine’—here, there . . . setts Crime Commission, investigating wow! I was working for case. By the time Lilly faced major class the greatest, busiest trial corruption in state government. With the lawyer in the United action litigation in the 1970s in connection fi rm’s consent, he was assigned to the States! “I fi nally met Pete. with diethylstilbestrol (DES), a synthetic small loans industry. He became the It was then I found out estrogen whose approval was withdrawn that, indeed, he was often Crime Commission’s general counsel away with a trial — but by the FDA, Simonds’ skill at handling they were dog trials! and later a special assistant attorney They had nothing to do products liability cases was drawing general, supervising prosecution in a with the damn court. This great lawyer at his trials clients from some of the nation’s largest series of grand jury trials. here and there was out corporations. It burnished his reputation running his dogs around!” This work honed Simonds’ court- in his peers’ eyes as well, helping Simonds room skills and raised his profi le in the earn early election to the prestigious Ameri- profession. By the time he returned to can College of Trial Lawyers, a trend that Goodwin Procter two years later, he was would continue as the department grew. Joe Cotter

60 Goodwin ProctEr 1963-1987

an era oF tort proliFeration aWaY at trial, part ii telephone company at any given time had “I ended up at Good- he timing was fortuitous, for the win Procter purely by as many as a thousand arbitrations backed chance,” is how Allan van tvolume of litigation in American Gestel told it. “I’d had up. “The public’s notion is that there are courts was surging just as Simonds was unsuccessful interviews rights, and they want to see those rights with almost every major emerging as a top-notch trial lawyer. fi rm in Boston. This was vindicated. It’s all of a piece. Much of the the last offi ce I came to. He soon had reinforcements. In the “I came over and met explosive growth of the fi rm is attribut- with Charlie Goodhue, 1960s, the fi rm began bringing in younger Richard Nichols and able to that.” lawyers looking specifi cally to build Frank Wallis. They asked Allan van Gestel’s explanation was me what I wanted to do. careers as litigators. Allan van Gestel “I said, ‘I want to be a wider in scope. “That litigation is a greater lawyer.’ They said, ‘What arrived in 1961, becoming one of the fi rst do you think that means?’ part of American life than in most societ- “I said, ‘Lawyers go to associates to focus almost entirely on trial court, don’t they? That’s ies is more than folklore,” he proposed. work. Joe Cotter enlisted four years later, what I want to do.’ “I think it’s come about as a result of the apprenticing in commercial litigation. By tremendous confusion of laws and the the time Paul Ware joined in 1975, the regulations by administrative agencies litigation department was a distinct unit, interpreting those laws. well-established in its own right. “Businesses are bombarded by rules “I was suffi ciently Heightened public consciousness unsophisticated that I and regulations, many of which are poorly didn’t realize most of the about the environment and the long-term lawyers in a fi rm like this drafted and in vast need of interpretation. one don’t go to court at health impacts of products such as asbes- all. I thought all lawyers Almost any person or any business can be tos, tobacco and pharmaceutical drugs went to court. affected and often the situations can only “But there was a need like DES generated a fl urry of lawsuits. for a young person to do be resolved by litigation.” trial work, so I ended up Labor was another litigation being engaged.” magnet. Arthur Stevenson traced the eMerging speCialties exponential growth of labor contract hatever the cause, there was no arbitrations throughout these decades. Wstopping the trend. Products liability From a few disputes per generation in the and labor law were just two of the signifi cant pre- and post-WWII years, he recalled building blocks that would be put into place. that by the ’80s, Boston Edison or the Roger Stokey and corporate lawyer Allan van Gestel

61 GOODWIN PROCTER 1963-1987

FRANCONIA NOTCH In the 1970s, it became evident that Franconia Notch in New Hamp- shire’s White Mountains was about to be permanently blighted by a four- lane limited access highway as part “We’re doing many more outside of the construction of Interstate 93. things than we used to, much more Continuing the land conservation efforts of his father, Sam Hoar Jr. public service law. served as lead counsel for a group “Our representation of the of plaintiffs taking the unprecedent- ed step of endeavoring to stop Boston School Committee and our construction. work on death penalty cases are A preliminary injunction was granted in federal court, pending new kinds of projects for us. completion and approval of a “I think the work that Sam revised environmental impact statement for that stretch of the road, and it was renewed some months Hoar has always done involving later. Ultimately, before construction began, I-93 was redesigned to conservation and environmental minimize impact on the environment as it passes through the Notch. issues, the work that a variety of lawyers are doing on prisoners’ rights or our work for the Board CAPITAL CASES of Civil Rights — these make a In 1982, Allan van Gestel and In a second death penalty case signifi cant contribution to society.” Joe Cotter, assisted by Paul Nemser, two years later, in Massachusetts’ took on a pro bono death penalty Supreme Judicial Court, the Common- case, Mikenas v. State, at the wealth’s death penalty was success- behest of the NAACP Legal Defense fully challenged when the fi rm and Education Fund. The issue was prepared and fi led a brief amicus whether the defendant had been curiae written by Goodwin Procter convicted and sentenced to death associate Paul Nemser on behalf without adequate counsel. of the Boston Bar Association. While the defendant’s plight The court adopted the position in this case did not raise serious argued in the brief and held the death questions about the pros and cons penalty unconstitutional because the of capital punishment, the law- statute, as written, unfairly burdened Pete Simonds yers believed that even the most the defendant’s right to seek a jury hardened advocate of the death trial and avoid self-incrimination. penalty could see that the man “As a result of Paul Nemser’s did not deserve electrocution for arguments in our brief,” recalled a what he had done. partner, “the Massachusetts death After fi ve-and-one-half years, penalty statute was basically 7,500 hours, two trials in Florida, invalidated.” two proceedings before the Flori- da Supreme Court and a federal habeas corpus proceeding, the lawyers succeeded in having the death penalty vacated and assisted the accused in securing competent Florida counsel for a new trial.

62 Goodwin ProctEr 1963-1987

Bill King found themselves involved in $750,000 into a pool to settle all the class insurance recovery litigation when Stop action and individual cases. Other parts of & Shop’s principal grocery warehouse “the case ultimately went to the Supreme burned down. Complex multi-policy, Court,” reported Ed O’Dell, which multi-layer coverage was in place, which held that the supposedly incriminating included business interruption losses. serving on tHe BenCH information was not, in fact, confi dential. “This wasn’t just With the fi rm’s help, Stop & Shop col- a group of energetic, “But we had already settled,” said O’Dell. winning lawyers — this lected $30 million on the building and was an intellectually “It was a fascinating case.” distinguished crew too. the business losses. “Rya Zobel, Douglas Tender offer defense became a fi rm Van Gestel made a name for him- Woodlock and later specialty. In the late ’70s and early ’80s, a Dennis Saylor were self defending the title industry in New appointed by Presidents variety of REITs were holding valuable Carter, Reagan and York, Massachusetts and other states Bush (43) to serve on property that they had inherited from their the federal bench in against Native American land claims — Massachusetts. defaulted borrowers during the real estate a cluster of legal issues and historical “Several other fi rm recession of ’74–’75. Their stock prices fell attorneys went on to expertise that he and Don Quinn soon serve as judges for the substantially below the asset value of their Commonwealth, includ- mastered and put to use in a series of ing Allan van Gestel. portfolios. Opportunistic investors real- “I am fortunate to cases from 1976 through the 1980s. have had the experience ized that a cheap way to acquire assets Insider trading defense occupied of working with each was to buy the stock in the entity that of them.” litigators and corporate lawyers alike for owned them. “Takeover artists that years in the 1970s. Two subsidiaries of the launched unfriendly tender offers provid- Boston Company, one of Don Hurley’s ed a lot of work for our litigators and our biggest clients, were accused by the SEC corporate people,” remembered Bill King. of the illegal sale of $32 million of stock in By the time the fi rm’s representa- an NYSE-listed company called Equity Paul Ware tion of the Boston School Committee Funding. began in 1977, the trial practice was Major litigation ensued under Rule already well-established. When it ended 10b-5. The client’s part of the case was 12 years later, the litigation team had successfully settled with a payment of arrived as leaders in the profession.

63 Goodwin ProctEr 1963-1987

64 Goodwin ProctEr 1963-1987

CHAPTER 12 BEYOND BOSTON

or 50-plus years, Goodwin Procter drew the lion’s share of its clients and casesF from Boston and its environs — a region that extended across New England, but rarely beyond. As the firm moved into its second half-century , its orbit of influence and operations began to expand. Goodwin Procter would remain a Boston-based law firm through most of the 20th century, but well before the firm opened offices in other cities, its partners were attracting clients and handling matters that became national and international in scope. By the 1970s, this trend was gathering unmistakable momentum. A series of partners and practices emerged with national reputations and began building national client rosters. Goodwin Procter had become a firm capable of doing business well beyond Boston.

65 Goodwin ProctEr 1963-1987

LONG-DISTANCE CALLS “massive documentation” and, when nec- lient expansion often drove practice essary, executing “guerilla warfare with Cgrowth, and the firm began fielding the bureaucracy” eventually produced the calls from clients far beyond its traditional desired result, Post related. “In time the confines. IRS went along with our views as to how From Denver, one of the REITs business through Lloyd’s should be taxed, Goodwin Procter had helped put togeth- i.e., mostly not taxed.” er, First of Denver Mortgage, retained the The Schmid brothers in Belgium firm to help fend off speculators who were sent Henry Hermann to Oeslau, West buying the stock at steep discounts in an Germany, in defense of their profitable STRETCHING NATIONALLY effort to strip the fund of its assets. A team Eli Lilly, headquartered U.S. distribution rights to a popular por- in Indianapolis, serves both of the firm’s corporate lawyers and litiga- national and overseas phar- celain line of cute little Bavarian children maceutical markets. tors assembled to help structure a legal The considerable product and animal figurines called Hummels. A defense. defense work Goodwin Procter decade of litigation in both U.S. and Ger- lawyers did for Lilly in the From London, Lloyd’s retained ’70s and ’80s was in state man courts ensued, with the brothers suc- and district courts across the Charlie Post when the insurance syndi- United States. It was part of a cessfully outflanking parties that had an growing body of client work cate accepted its first American insurance that stretched nationally and interest in stealthily acquiring those rights. then internationally. broker as a member. Decoding the tax In Indiana, where Eli Lilly was implications of byzantine financial headquartered, Pete Simonds’ stature structures and “several layers of funds, as a trial lawyer broke the ice and, criti- reserves, contingencies and interrela- cally, a slew of younger Goodwin Procter tionships” employed by Lloyd’s was a litigators established significant practices monumental task, according to Post. working nationally on products liability Everything was couched in legal language matters with the pharmaceutical giant. that “read like Shakespeare or Christo- In San Antonio, Texas, the United pher Marlowe.” Even more difficult was Services Automobile Association (USAA) describing all this to the IRS. “Periodic contacted Ed O’Dell after hearing him forays to the nation’s capital” conveying give an industry association presentation

66 Goodwin ProctEr 1963-1987

HUMBLE HUMMELS Before Berta Hummel joined the Siessen Convent and became Sister Work beyond the familiar Maria Innocentia, she was making sketches of adorable Bavarian children confi nes of Boston and its and animals. They had been modeled and manufactured as small porcelain statuettes since 1934. environs brought with By the late 1960s, long after the Sister’s death, millions of dollars it more than train rides worth of “Hummels” were being exported to the United States annually. The fi ght that erupted at that time over and jet lag. It brought American distribution rights eventually involved novelty in the form of Berta’s 88-year-old mother; two German publishers; W. Goebel Porzellanfabrik, the customs, cases and col- manufacturer; the 1,200-person Hummel- leagues that did much werk factory in Coburn; the U.S. Bureau of Customs; the U.S. courts; courts in Munich to expand the fi rm’s and Stuttgart; the German Supreme Court; expertise and clientele. and even the convent’s Mother Superior. All this — in the humble words of Hummel’s advertising — to satisfy the “American longing for a touch of the Eastern cultural tradition.”

couldn’t be changed lest a large NATIVE AMERICAN LAND CLAIMS body of custom crumble with it. The Native American land claim “The fi nancial complexities work engaged in by Allan van Gestel had evolved over time. Each and Don Quinn involved both litigation and settlement across the northeast peculiarity had once had a func- United States. tional purpose, but the resulting Land cannot be transferred by lease camel was now accepted as a or sale from a Native American tribe given. Change was unthinkable. except with consent of Congress. So “Diffi cult as the structure even as settlement negotiations were was to understand, imagine how proceeding, the lawyers were also LLOYD’S MEETS THE IRS much more diffi cult it was to appearing before the Senate Committee Several years after Lloyd’s of but there was very little interest describe in terms acceptable to on Indian Affairs and the House Commit- London syndicates began to do in making new friends. Nostrils the IRS, from which we sought tee on Public Lands. business in the United States, were slightly distended at the rulings! The IRS liked to be told The Narragansett claim in Rhode Island meant daily communication with they retained Charlie Post to thought of mutual funds and the business reasons for pecu- the Rhode Island governor’s offi ce and straighten out the complex tax REITs run by unfamiliar people. liarities, and the creation of some the State House, where many of the angles. Post outlined the scenario: Obligations were meticulously of the layers of funds in Lloyd’s negotiations were conducted. “In London, I met the manag- honored and syndicates were not was not entirely innocent of tax When President Carter intervened, ing director, who admitted me incorporated, since the corporate motivation, albeit British. It was pressing for a settlement, the White to the fl oor where, around the form might imply an unseemly a challenge.” House became a venue for negotiation Lutine Bell, each syndicate desire to limit liability. Change as well. trader manned his fi rm’s outpost. was not sought. The many principles that have guided “while i was at it, i did a little “Marine insurance policy such cases since then fi nd their roots missionary work for directors’ form, for example, was frozen in the Narragansett settlement, and that claim became the model for settling liability coverage: I found Lloyd’s about the time of the King Native American claims throughout very much an old-boy network. James Bible and was completely the country. the doors were opened to old sacrosanct. Each phrase had friends and perhaps their friends, a time-honored meaning and Charlie Post

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on the advantages of structuring funds in several thousand people could neither sell series companies. USAA was an insur- nor mortgage their land because of tribal ance carrier maintaining two small mutual claims. The titles were not marketable. funds. Taking advantage of Massachusetts There was a 41-day trial, a win, a win on business trust provisions, clients operating appeal and a refusal of certiorari by the The Woods Hole Oceanographic Institution. The Crawford, a smaller mutual funds gained vital flexibility. “The boat resembling a naval destroyer Supreme Court. escort, is not visible. beauty of it,” O’Dell later explained, “is This success led to other matters, IT’S ALL HOW YOU DEFINE IT that instead of coming out with one fund The Crawford was a with the Goodwin lawyers becoming 125-foot Coast Guard cutter, and hoping it’s successful, you can come a surplus vessel that the involved in a Narragansett claim in Rhode Woods Hole Oceanographic out with four or five and an individual can Institution wanted to acquire. Island and important Oneida land claims Surplus was available exchange back and forth.” upon request to schools and in upstate New York. colleges after various govern- Massachusetts business trusts and ment agencies passed. The Oneida claims involved a All parties had passed on series companies became a firm specialty. the ship, but Woods Hole didn’t swath of land 50 miles wide, which ran precisely fit the definition of Brackett Denniston, who would eventu- a school or college. Require- all the way from the St. Lawrence River ments included having a ally become GE’s general counsel, began regular body of students to the Pennsylvania border — approxi- attending classes at regular handling litigation for USAA all over the places with a regular curri- mately 3.5 million acres with more than country. Mat Sibble represented the com- culum. But there was nothing a million inhabitants and a line of dispute regular about Woods Hole, pany on private placements of industrial which was more akin to a running all the way back to the Articles graduate scientific program revenue and tax-exempt bonds. for PhDs — without the college. of Confederation. Moreover, federal regu- lations governing disposal of Charlie Post went to Cape Cod to surplus equipment were aimed Local Connections more at items such as jeeps, work on the Woods Hole Oceanographic radios and typewriters — ometimes matters began closer to certainly not naval vessels. Institution’s pension and profit sharing According to Charlie Post, Shome and expanded rapidly afield. it would have been easier plan. “Internal Revenue had never heard to qualify a nursery school. The Native American land claim Even so, he and his crew of a profit sharing plan for a nonprofit found a way to redefine the litigation brought in by Don Quinn and characteristics of a “school organization,” he related, “but with a or college” and facilitate the managed by Allan van Gestel began with vessel’s transfer. That same special definition of profit, they went work provided Woods Hole a title claim by Mashpee descendants with background for important along.” That led to other matters: research tax matters and for a later in and around Boston. A community of effort to win degree granting contracts, formulas for exploitation of powers as well.

68 Goodwin ProctEr 1963-1987 various inventions, even the acquisition of BOSTON GLOBETROTTER “In all, we made three trips to Saudi Ara- Local connections could research vessels. have long-distance implica- bia and one to Bahrain. It was a fascinat- tions at times. Dick Nichols sat on the Norton Dick Nichols’ instrumen- ing experience.” tal role in Norton’s rise to a Company board and guided the abrasives global conglomerate made More and more of the fi rm’s clients something of a globetrotter manufacturer through a series of acquisi- out of a Boston lawyer. — in litigation and real estate, corporate Norton’s original business tions that transformed it into a national had been abrasives manufac- law and fi nancial services, and in a clus- turing, and it conglomerate, with Goodwin Procter remained a core ter of adjacent and connected practices competency of lawyers handling most of the corporate the conglomer- — did business nationally and sometimes ate. On one work. Among many mergers and acquisi- notable occa- internationally in these years. Still housed Dick Nichols tions, Norton’s most dramatic came when sion in 1967, in Boston, Goodwin Procter was increas- Norton sent Nichols around it folded in National Research’s portfolio the world to discern the state ingly looking to cast its net across far of grinding-wheel manufacture of r&d ventures in aerospace, super con- and assess candidate com- wider distances. panies for acquisition. ducting materials and vacuum equipment. His passport received Somewhere along the way, growth stamps in Japan, Australia, The new high-tech company supplied the Philippines, Thailand, had become a state of mind. Singapore, Yemen, Kenya, NASA and the Atomic Energy Commis- South Africa, Spain, France and home again. sion, among other customers. The work that fl owed from Norton went well be- yond Boston in the years before Nichols’ retirement in 1975. And in the late 1980s, Don Evans crossed the tarmac at King Abdulaziz International Airport outside Mecca, Saudi Arabia, and took his seat on the return fl ight to Boston. He had spent the past week in an arbitration for his client Foxboro against Aramco, a wholly owned Saudi government subsidiary. Evans reported a good result when he got back.

69 Goodwin ProctEr 1963-1987

Don Hurley retired in 1977. It was the opening chapter in the story of how Goodwin Procter crossed an invisible threshold— from a large law fi rm capable of serving big businesses into a big business itself.

70 Goodwin ProctEr 1963-1987

CHAPTER 13 TO BIG BUSINESS

n the last day of December in 1977, Don Hurley invited Bob Pomeroy intoO his office for a celebratory cocktail. It was Hur- ley’s last day of partnership. At 10 that night, he was still at his desk, barely able to separate himself from a firm to which he had so totally dedicated himself for 46 years. Hurley was nearly all-powerful at the time, the biggest billing partner by a wide

Fred Robbins began his tenure as managing margin. He and Dick Nichols had essentially run the firm partner in 1976, a year before Don Hurley’s retirement. In his last year, Hurley held the as they had seen fit for the past quarter century. But now a newly created position of chairman of the firm, while Robbins held the traditional title of chairman of the executive committee. policy of mandatory retirement stared him full in the face. “Before I took on the job of managing partner, the partners did not have as much Hurley hated to retire. He resisted it in every way. He had of a voice in firm affairs as they should have. When Don retired and I took over, it became a new era, a democracy – everybody had a spent the prior two years in a constant head-to-head with his voice and voted on everything.” partners while he thought of reasons why there should be an exception for him. But in the end, he had no choice. Fred Robbins

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THE BACKSTORY retirement, Robbins was seen as a likely etirement was mandatory at age 70. successor. RThe policy had been put into effect A potentially awkward transition almost 20 years before, a child of Dick loomed. Robbins was by no means Good- Nichols’ imagination. “It was very innova- win’s leading rainmaker but rather a con- tive at the time,” according to Fred Rob- sensus builder, a diplomatic choice who bins, who served on Nichols’ committee- worked well with a wide array of part- of-two and helped to draft the rule. ners. The prevailing view was that a new “Virtually no firm had mandatory retire- leadership style was needed, and he was ment for their partners.” It was also con- someone his colleagues trusted to run the troversial. Don Hurley had certainly firm in an open and collaborative manner. never liked it very much. Nichols’ strategy “There were a few people hanging had been to shepherd it through a vote around saying, what’s next? Who’s the long before any of his partners were even next hero?” Pete Simonds recounted. close to feeling its impact. But what the firm needed at this juncture, FRED ROBBINS Nichols himself had gotten out of A tax lawyer renowned for said Simonds, was a senior partner with his work on the ABA commit- management in 1970, when he was 65, tee that helped develop the a reputation for absolute integrity and ERISA legislation, Robbins five years before his own retirement. His was named chairman of the fairness, and a willingness to listen to firm’s Executive Committee in health had suffered a bit, and Hurley’s 1976 and became managing everyone’s goals and capitalize on them. partner later that year. growing desire to have a greater voice had He performed the delicate Robbins delivered that in spades. and necessary work of forming brought with it controversy and strain a governing structure based along more broadly participa- that Nichols felt he didn’t need. ROBBINSIAN DEMOCRACY tory lines. When Nichols withdrew from With a reputation among red Robbins began his tenure as chair- his partners for absolute management, Hurley consolidated his integrity and fairness, Robbins man of the Executive Committee in led the firm for eight years, F control over firm affairs, according to stepping down at the end of 1976, a year before Don Hurley’s retire- a self-imposed term limit. Robbins, who had already been sitting on ment. It was a strategic decision the the nine-member Executive Committee partners had made to avoid too abrupt a for several years. With Hurley’s imminent change. “It was a time I wouldn’t want to

72 Goodwin ProctEr 1963-1987 go through again,” Robbins remembered. on the corporate side; Jeff Dando, Joe “My major contribution at that point was Haley and Don Quinn in real estate. I’m to keep the peace. I spent most of my time going to support litigation. We can make on the Executive Committee getting all the the firm grow.’” big shots, the big egos, to work together.” Robbins added his own observation If it seemed like that to Robbins, to the record: “If we worked together, he was being typically modest. Something we had a great opportunity to develop this else was clearly afoot. The firm was begin- into a leading firm in the city. Which we ning to regroup into a different entity, one did. If we didn’t, if we were going to com- that was no longer a group of individual pete internally, then we weren’t going to partners, and one with a departmental compete externally.” focus and a much broader basis for at- BOB FRASER From A Band of Partners to A Big Business tracting business. “We found we had to Fraser was named chair- work not just as a collection of individ- man and managing partner haracteristically, Robbins set a limit in 1984 with a mandate to uals doing individual things,” said Pete align the firm’s organization, for his own tenure as managing part- operations and governance C Simonds. “We began to face the problems with what Goodwin Procter ner, giving way after eight years to Bob had become — a large law of working together as a firm.” practice in need of full-time Fraser. The 88 lawyers that Robbins management. On a more personal note, Simonds He implemented the firm’s helped govern when he became Executive first formal departmental struc- added, “Robbins’ contribution was that he ture, dividing the legal work Committee chairman in 1976 had grown into eight distinct categories: provided the glue, the diplomacy, the judg- Corporate, Trial, Real Estate, to 145 when he stepped down as manag- Tax, ERISA, Environmental, ment. When people get old or start to Probate and Labor. ing partner in 1984. That represented the Fraser also looked out- disappear, there are two ways for things to ward, providing Goodwin addition of nearly two lawyers every three Procter’s support to the city go. Either new people emerge and there’s a of Boston and its people and months for seven straight years, something new environment, or things fly apart. Fred institutions. the firm had never before experienced. came in and said, ‘Nobody goes. I’m going Significantly, a management com- to support Henry Shepard’s efforts in mittee had been added to the operational banking. I’m going to support Don Evans, mix as well, foreshadowing the coming Russ Simpson, Paul Rugo and Dick Floor era of increased firm-wide planning.

73 Goodwin ProctEr 1963-1987

“We had arrived at large firm fullest expression in SEED — Support for status,” Simonds recounted, “with the Early Educational Development. need for full-time management.” The partners had embraced the idea of expan- Planting SEED 1970 : Historic peak of U.S. sion and the firm was formally reorga- oil production.1971: Bretton he venture took shape as Goodwin Woods monetary agreement nized to be led by a full-time managing collapses. 1972 : Watergate. TProcter approached its 75th anniver- Nixon closes Federal Reserve partner. As Fraser assumed the chair, he gold window. 19 73 : Nixon sary. Fraser wanted to mark the occasion resigns. First OPEC oil supply basically suspended his practice and shock. “Stagflation” grips U.S. with a gesture to the city that had done 1974 : Stock market crashes. devoted himself to management. Chicago School of Economics so much to nurture the firm’s growth. Like Robbins, Fraser adhered to gains ascendancy. 1975 : He consulted with Simonds, who sug- Saigon surrenders. Recession a consensus-based approach, giving part- continues.1976: Rapid eco- gested a charitable contribution to public nomic recovery. Apple Computer ners a say and listening to all parties. founded. Supreme Court rules education in Boston. death penalty not cruel or unusual. On the other hand, his tenure at the helm 1977: George Lucas debuts As Simonds tells the story, Fraser Star Wars, the movie. Microsoft definitely went beyond simple steward- founded. 1978 : Inflation rises asked: “How much do you think we can steeply. Airline Deregulation Act ship. Fraser formalized departmentaliza- passed. Prop 13 eliminates 60 go for?” “A million bucks,” Simonds re- tion. He oversaw the implementation of a percent of California property tax sponded. “Do you think we can go that revenues. 1979: Second two-tiered partnership structure creating OPEC oil shock. Inflation reaches far?” Fraser wondered. “I bet we can,” double digits. Sharp recession equity and income partners. The idea was begins. Three Mile Island disaster. Simonds replied. The plan was ambitious 19 8 0 : Deregulation of rail- to retain talent and recognize important roads and trucking. Savings — much bigger than anything a profes- and loans partially deregulated. contributions from attorneys who would Reagan elected.19 81: Interest sional services firm had ever done before rates rise. Economy plunges back not otherwise have been invited to build into recession. Inflation begins to in such a public way. drop. Reagan cuts marginal tax careers with the firm. rates by 25 percent. Federal debt Partners subscribed in proportion But perhaps Fraser’s most signifi- at $933 billion. 19 82 : Unem- to their partnership interests. Associates ployment rises to post-war high cant, enduring contribution was coaxing at 10.8 percent. Bull market and employees too proved eager to join in begins. 1983 : Reagan pro- his colleagues to acknowledge and em- poses Star Wars, the program. the gesture, and they raised contributions 19 8 4 : AT&T is dismantled. brace the greater civic commitment that Reagan reelected. 1985: of their own. In March 1988, the first of Federal debt reaches $1.8 trillion. Goodwin Procter’s expanding stature 19 86 : Congress rejects Star one million dollars in Goodwin Procter Wars. Space shuttle explodes. entailed. This commitment found its SEED grants was disbursed. 19 87: Ozone hole found over Antarctica. Black Monday crash.

74 Goodwin ProctEr 1963-1987

GOODWIN PROCTER 75TH ANNIVERSARY June 1987

75 Goodwin ProctEr 1963-1987

THE SECOND GOODWIN OLDEST BURROUGHS bookkeeping machine in New England was retired in 1975, THE “ WE WERE PROCTER and the fi rm replaced it with a ART UNDERSTAFFED computer database system to COMMITTEE track time and do billing. IBM AND OVERWORKED began the fi rm’s collection and we just couldn’t get the work word processing was already AT when blank walls at 28 State done. So in the spring of 1976, an offi ce reality, and when the Street called out. But when the at Mike Steinberg’s suggestion, fi rm moved to Exchange Place fi rm moved to Exchange Place Jon Schneider, Steve Carr, Don in 1985, a full-blown Wang in 1985, the new space made Kennedy, Ed Glazer, Jack Cleary system was put in place. many earlier purchases unsuit- and I formed a committee to write able. Poster-sized lithographs a memorandum to the Executive couldn’t fully command the Committee basically telling them that THERE spacious new lobbies and cor- they weren’t hiring enough lawyers WAS AN AIR and we needed more bodies. 75 ridors, which demanded larger “We recommended that they When 1987 dawned and the fi rm looked back CONDITIONER and more horizontal pieces. increase the hiring from maybe seven in the library at 84 State Street. Not only the spaces had on three quarters of a century, an irrevocable to 12 a year, or something like that. On hot days the partners could grown. The committee found We sent the memo on a Friday. change inhabited the offi ces and hallways. be found there intently study- that purchasing art for an offi ce “The following Tuesday we were New faces were every- ing the Massachusetts Reports of more than 750 people wasn’t all called to a meeting at fi ve o’clock. while the associates, mumbling easy. Almost every piece with The thrust of the meeting was that where, and there were among themselves, observed, unique, artistic merit seemed they had read the memo and decided many. Clients old and “The last time I saw him with a to make someone uncomfort- they were going to do it. book in his hand was the hot able. But on principle, the com- “I was always amazed, one, that new expressed a loyalty spell last summer.” mittee resisted the purchase they hadn’t thought about this before to something bigger As time went on, the secre- of bland art with little merit, and, two, that such a fundamental taries’ offi ces got window units and ultimately it judged the thing was decided in less than a than their lawyer alone. (at their individual partners’ effort to have signifi cant rewards. week’s time. It struck me as bizarre It was to a fi rm with expense), but the associates As committee chair Sandy that six associates had more or less were never permitted such Batchelder put it: “The art decided the fi rm’s hiring policy.” After half a century in small a national reputation luxury. Never, that is, until program is important to our quarters at 84 State Street, the and a cluster of mature fi rm made a pair of big moves associate Robert Monks had offi ce. It establishes a tone. over small distances during its the temerity to purchase an The best pieces provide a practices spanning the next 25 years. First, it was some 500 feet west to 28 State Street. air conditioner for his offi ce. challenge to viewers. And corporate need. Modern Then it was 300 feet south and “I found it entirely reason- then, not a few lawyers have east to Exchange Place, at yet able,” recalled Monks. “And mentioned that it helps them times had arrived. a third State Street address — number 53 this time. it barely obstructed my view fi gure out whether they’re on of the airshaft.” the right fl oor too.” Bob Pomeroy

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“ I WAS THE FIRST PERSON TO TAKE A SABBATICAL at Goodwin Procter. The sabbatical “ I WAS THE program was formally put in place in 94TH LAWYER late 1984. I was on the committee that “ I SERVED when I came, and we still had a letter- worked out the proposal eventually ON THE INCOME head that listed everybody’s name, so accepted by the fi rm. It was offered I was 94th. It was 1982, and that was by seniority, with senior partners DISTRIBUTION a big fi rm in those days. But I knew having the fi rst option. COMMITTEE every face and every name. I used “At that time I was a very junior for three years. It became readily “The practice of law in a fi rm partner, but no one wanted to go to practice to make sure I knew apparent that for some reason we had like ours has become a big, everyone. With 94, you can do it. — for reasons we could all speculate a system which was working. The corporate-style business. “I found it was a very fl at fi rm, about. When it got down to me, history is actually pretty interesting. very practical, solution-oriented. I said, ‘I’ll go!’ and I did. “There was a time early in the Everything is done at a much “Whatever it says about my dedi- We keep clients informed of what fi rm when the partners were more faster pace. Everyone is travel- could go wrong, but we help the deal cation to the practice of law and to or less equally compensated. It was ling in the fast lane. along. We make it happen. Goodwin Procter, those six months called the even-steven plan. Then “Because the fi rm was that way— were the most enjoyable I’ve had in they changed that and went to the “It’s still a profession. not highly regulated, entrepreneurial the 20-odd point system, with the Allocation We try to maintain the highest years that — it was a lot easier to adapt. When a Committee concept. For years and professional standards, but new thing happened, you didn’t need I’ve been here. years, Nichols and Hurley and Post basically it’s a big business, and to ask permission to switch what you i had a won- were the Allocation Committee. were doing or write a business plan. derful time by The distribution of profi ts was all the things you have to do to myself traveling around the United You just did it. anything but equal—in fact it was run a big business, you have to “In the ’80s, no piece of work was States in a van with camping equip- very disproportionate. do to run this fi rm. more important than another, no ment and a sleeping bag. After that “Then as Hurley began to lose client.There was no real strategy I took a trip with my father to the power and the younger people “But the atmosphere here is within the fi rm, either — the whole British Isles, which turned out to be became stronger, there was rotation still very friendly, very informal. his last trip back home. thing was growth.” on the Allocation Committee for the That may sound a little con- “I like to think of myself as a fi rst time. The process has really trary to what I’ve just said, pioneer in that instance. It was one been sort of evolving. After Hurley of the great experiences of my life.” left, it became a more democratic but it really isn’t. We still relate process, with more rotation on the well to one another here.” Allocation Committee. “Distribution of profi ts is the most diffi cult thing you do in a partner- ship and if you have a system, albeit imperfect, and it works, my sugges- tion is, don’t change it.” Laura Hodges Taylor

Don Gould Pete Simonds Fred Robbins

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chaPter 14 the one-roof diLeMMa

ith 280 lawyers, Goodwin Procter enteredW the 1990s as the “largest law fi rm under one roof in the country,” according to Massachusetts Lawyers Weekly. It was an accomplishment the partners frankly relished and, remarkably, the fi rm had accom- plished most of this growth organically, nurturing future partners from the associate ranks. Continued momentum was expected. “We’ve been doubling every four years for a while now,” Managing Partner Bob Fraser observed at the time. Challenges loomed, however. Law fi rms were beginning to merge with one another, acquire other fi rms and expand into multiple offi ce operations. Clients were driving the consolidation, looking to use fewer fi rms for a wider range of services.

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This trend toward expansion So Long to practice, originally developed by Don Two of the Old Guard and consolidation was slower to arrive A pair of mainstays retired Hurley and later expanded by Henry in 1994. Henry Shepard joined in Boston, but Goodwin Procter’s main the firm in 1957. A protégé of Shepard, the fit was a good one, and the Don Hurley, he foresaw the competitors in the city had already estab- powerful forces combining to partners, intrigued by the idea of testing create the modern-day finan- lished locations in the nation’s capital cial services industry and built the waters in the capital, agreed. Goodwin Procter’s banking and others were planning to follow suit. group into one of the nation’s The Washington office launched in largest. “To Henry, everything The demise of Gaston & Snow, however, was a teaching opportunity,” 1994 at 901 15th Street. It was a small one of his partners recalled. tempered expectations. The venerable “Everything he worked on was operation at the start. A few years later, a lesson in law and in life.” Boston firm, which had aggressively Shepard passed away in 2002. the firm sent partner Tom Hefferon to expanded into new markets in the late Henry Shepard D.C. with several associates from Boston 1980s, collapsed in 1991, setting off bitter, to begin building a local litigation capabil- drawn-out bankruptcy proceedings. ity. “The natural thought was, we have a The cautionary tale had an impact. few partners doing mortgage work and Partners approached the idea of new generating business that is flowing up to offices gingerly. Under Bob Fraser’s Boston,” Hefferon later recalled, “and watch, the firm largely concentrated on wouldn’t it be good if we actually built deepening its ties to the Boston commu- off that as a way to grow litigation.” nity, while individual partners continued Joining the team in Washington, to cultivate clients beyond Boston. Hefferon continued the slow cultivation of Goodwin’s presence there. The operation Beachhead: Washington, D.C. expanded bit by bit as opportunities pre-

oodwin Procter did find opportunities Sam Hoar Jr. sented themselves. “We didn’t know how Gto experiment with expansion on a Sam Hoar Jr. joined Goodwin to do branch offices,” Hefferon admitted. Procter in 1954, two years after limited scale. A former Senate Banking the death of his father, whose “There was less connection than there name graced the firm letter- Committee staffer, setting up a small head for 72 years, along with might have been.” Tellingly, when the D.C. founders Goodwin and Procter. financial services regulation practice, A superb trial lawyer and office finally grew to significant size through devoted land conservationist, approached the firm about establishing Sam Jr. served as the firm’s a successful merger a decade later, “branch hiring partner for many years a D.C. branch. For Goodwin’s banking and mentored a generation of office” was never a term anyone employed. litigators. He died in 2004.

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RESTLESSNESS the mid-1990s, they began to press to

ack in Boston, some of the firm’s CREDIT WHERE have Goodwin Procter sort and sift CREDIT IS DUE Byounger partners were pressing for “The point I’m trying to through what it was and what it might make is about a gentleman greater commitment — to expansion and, named Jeff Dando. Jeff become. The firm, in the eyes of its young- generally, to structuring and steering the was a wonderful transition er partners, was only going to live to its from Bob Fraser to Regina. firm forward. Something like a genera- In my eyes, he’s a Goodwin full potential if it took full control over its hero. He let us open up tional split was starting to form. Many of the New York office!” collective fate. the firm’s older partners, running estab- lished and dynamic practices, were BEACHHEAD: NEW YORK content to see business proceed much as ontinuing the firm’s long tradition of it had over the last few decades. Others, Cinnovation in the real estate capital however, were starting to press for greater Gil Menna markets space — established by Allan cohesion and sharper strategic clarity. Higgins, Charlie Post and Bill King be- These partners were responding “Earlier on, a lot of law fore him — Gil Menna, in the mid-’90s, firms realized that they in part to a vision of the firm cultivated didn’t really need a London was guiding his practice to new heights office or a D.C. office. during Bob Fraser’s period as managing That was us, basically, and taking the shuttle to New York on and we were pretty happy. partner. “Bob was beloved,” explained “Personally, I was a weekly, and sometimes daily, basis to Regina Pisa, one of the rising and restless always wary of expansion. get deals done. He was also pressing his “But we eventually younger cadre. “He made us all feel we came around to the oppo- partners to make the leap and commit to a site decision. We made a were part of something bigger than our- different judgment, and I New York office to deepen and leverage think we were right both selves. He encouraged us to think like a times. We were right to the firm’s relationships there. firm, rather than just a collection of stay small the first time Establishing a local presence in and then right to be huge. individuals or practices.” But the huge part? That’s New York represented a challenge of the all Regina and Gil.” For Pisa and her peers, including first order. “Most firms that come here an especially dynamic class of partners from out of town don’t have any idea who joined Goodwin in the early 1980s, what they’re in for when they come to Fraser’s appeal struck a particularly reso- New York,” observed Rob Insolia, the nant chord. As the firm made its way into partner who would join Goodwin Procter Jeff Dando

80 Goodwin ProctEr 1988-2012 to establish the New York office. NEW LEADERSHIP Menna met Insolia across the table y this time, Managing Partner Jeff closing a REIT transaction. He took BDando was sensing that the firm notice and began sounding out Insolia needed a new level of commitment to about moving to Goodwin Procter and change course. To lend momentum to helping to establish a local office. His Regina Pisa the effort, he declared his intention to pitch: Goodwin Procter had an impressive retire in 1998. real estate capital markets practice but, The committee to select Dando’s ultimately, it was going to need a New successor made a dramatic choice. It York presence. named Regina M. Pisa, a 42-year-old “What I didn’t realize at the time,” financial services and M&A lawyer, to Insolia recalled with amusement, “was that lead the firm. he was courting me as an ambassador with- Goodwin Procter had put the out portfolio. He was doing this largely on partnership in the hands of a younger his own.” It was classic Goodwin Procter. generation that was ready to rethink Menna, in entrepreneurial fashion, fundamental assumptions about the enter- was taking the initiative and exploring prise. Looking back on this point of inflec- opportunities. Jeff Dando tion, Insolia captured the mood. “There Regina M. Pisa was a 42-year- Insolia, despite his comfortable old financial services and M&A was a whole bunch of like-minded people lawyer in 1998 when she was practice and the inherent risks, was ex- chosen to succeed Jeff Dando. doing interesting things in different areas,” Pisa was the nation’s first cited by the prospect and on August 11, woman to lead a top law firm he remembered. “I was 40 when I opened 1997, he and four attorneys from his as chairman and managing the New York office. Regina was 42 when partner. Her leadership ushered former firm established Goodwin Proct- in a period of rapid growth. she became chairman. Gil had the most er’s New York office. In October, they significant practice in the firm, at 40 or 41. moved to 599 Lexington Avenue, which It was a place where relatively young would be the firm’s New York home for people could play a major role.” nearly 11 years.

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CHAPTER 15 ROCKET SCIENCE

n selecting Regina Pisa to lead the firm, the partners signalled that they wereI willing to rethink fundamental assumptions about how Goodwin Procter did business. In 2000, with new leadership installed and a new millennium at hand, the entire partnership held a retreat to consider what Throughout its first 90 years, the firm Goodwin Procter would be and how it would move forward. “Strategic planning seemed like rocket science to law firms then,” one participant later observed. Indeed, the impulse had found its way forward by relying on indi- ran counter to traditional thinking in both the field and the firm. vidual partners to grow their practices as they saw fit. The results were impressive, if not precisely planned. The coming era would require more focus, planning and coordination among practice areas and lawyers. In short, Goodwin Procter would have to learn to think strategically. “I think you should be more explicit here in step two.”

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coLLectiVe entrePreneurisM practice groups would remain entrepre- oodwin Procter’s attorneys prided neurial, self-formed and bottom-up, but themselves on being professionals and soMething Bigger g than ourseLVes they would be realigned to work more valued the ethos of partnership that oper- “we had a new genera- tion raised by Bob Fraser commonly and collaboratively. ated at the core of their common enter- to believe that we were inevitably, getting there was going really part of something prise. No one imagined the fi rm should bigger than ourselves. we to require rearrangements and, to some believed we had to think become anything like a corporation, like an institution. extent, redefi nition of the fi rm’s practice hierarchically governed with command- “that seemed to dovetail beautifully with the fact groups. Goodwin Procter had to fi gure and-control structures. that we were facing real out more precisely what kind of law fi rm threats in the marketplace. At the same time, the fi rm needed we wanted to know what it was and wanted to become, and that, in the plan was for the future. to pull together a cohesive, coherent plan “we went off and we turn, meant designating strategic priorities. of action. Market surveys indicated that thought about this and “in order to execute a strategic plan,” Pisa decided, fi rst, that to be Goodwin Procter was well-regarded but competitive we needed to observed, “everybody’s got to give a little be a national fi rm. also that it had become a diffuse offering “we also decided that something in order to get something more.” we had to choose the from clients’ perspectives. As Pisa put it, strategic practices that As for where to place strategic “the market said to us, ‘Goodwin who?’” would lead our efforts to emphasis, Goodwin Procter’s partnership become a national fi rm, Eventually the partners found a and then choose the geo- took the imperative of becoming a nation- graphic markets that term to describe what they wanted to presented the greatest al fi rm as its starting point. “For us,” Pisa opportunities for growth accomplish. Collective entrepreneurism in those practices. explained, “that didn’t mean we were became the new watchword. “Previously, “And we’d have to going to open offi ces in all 50 states. invest deeply in them if no piece of work was more important we wanted to establish it meant we were going to choose certain a signifi cant presence.” than another, no client,” recalled partner practices that we thought could be among Laura Hodges taylor. “there was no real the top fi ve or six in the country.” strategy within the fi rm, either — the the sensitive work of sorting out whole thing was growth. ‘collective entre- options took the better part of a year and preneurism’ was how we translated our a half. task force members weighed ideas, egalitarian, no-authority style into some- and the entire partnership extended the thing more effective.” The fi rm’s various Regina Pisa conversation at another retreat in 2001.

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ProVen strengths

groWth oPPortunities

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deBut of a grand PLan combination of historic strengths on the he plan that emerged in 2001 identi- one hand, and what were characterized as tfi ed six core practices around which “our greatest opportunities” on the other. and deBut of to build future growth. The fi rst four, a Pro Bono PLan A seventh focus, securities litigation and hand in hand with the some developed over generations, were growing attention to strategic white collar defense, was added in 2010. practice development and proven strengths that would serve as offi ce expansion, the fi rm cast “We organized the fi rm the way building blocks to deepen expertise, a critical eye on its pro bono our clients organized their businesses,” practice as well. reputations and client rosters. the pro bono plan actually noted Pisa. preceded the big-picture prac- Goodwin would continue to offer tice strategy by a full year. From this starting point, other the fi rm’s ethos of service ran complex litigation services, including deep and its commitment was elements of the plan aligned themselves. clearly strong. there were products liability and mass torts. it would many who wanted the commit- the question of where Goodwin Procter ment to be formalized and sustain its leadership in real estate and institutionalized. should establish offi ces now came into Banking partner Bill Mayer real estate capital markets. it would expressed interest in chairing focus. “we were going to choose the geo- what would be the fi rm’s fi rst extend and deepen an already robust Pro Bono committee. graphic markets that best supported the that committee was offi - fi nancial services capability. And it cially formed in 1999 and practices we had chosen,” Pisa affi rmed. created a formal process to would broaden an innovative private support that work. Mayer Boston, of course, was a given, and served as committee chair equity practice. the latter, led by John for the next 10 years. he the new plan also confi rmed the wisdom was succeeded by litigation Leclaire, had its roots in the corporate partner Ken Parsigian. of having an established presence inwash- and early venture fund work done by ington and new York. “there was a lot of partners chuck Goodhue, Bill Gorham literature that said in order to be a nation- Pro Bono Annual Report and Dick Floor. 2000 al fi rm you had to be in fi ve of the eight The plan also identifi ed two areas major markets for legal services,” Pisa in which Goodwin had begun to make The fi rm began publishing recalled. “And we had clients telling us an annual report of its pro inroads but had not yet attained critical bono work in 2000. that you can’t be a national fi rm if you’re mass. iP and technology would become not in california.” Accordingly, three priorities as the fi rm put its plan into effect. future locations were identifi ed to support Six strategic practices formed the these strategic priorities: San Francisco, core of the fi rm’s fi rst strategic plan—a Silicon Valley and Los Angeles.

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chaPter 16 the case for criticaL Mass

ne outcome of articulating a strategy was to embolden the partnershipo to make a series of moves. The fi rst three strength- ened the fi rm in the New York, Washington and Boston markets. The New York offi ce grew through a pair of acquisitions that delivered on two of the practices targeted in the new growth plan: IP and complex litigation. There was an opportunistic character to this expansion — the fi rm saw an opening in 2000 and 2001 to invest in New York and seized it. By contrast, the second and third moves, in Washington and Boston, respectively, were carefully executed elements of a mature plan. A blockbuster merger with D.C.’s Shea & Gardner in 2004 achieved critical mass in the nation’s capital, and the success- ful acquisition of nearly 90 Testa Hurwitz lawyers when that Boston fi rm broke apart in 2005 expanded Goodwin Procter’s technology practice in striking fashion.

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N.Y. BY ACQUISITION 1988: Credit commitment from Goodwin Procter. Was Suisse merges n 2000, Goodwin Procter made a first with First Boston. the firm ready, willing and able to staff up step, folding in 27 lawyers from a north- PanAm Flight an intellectual property and patent litiga- I 103 breaks apart ern New Jersey firm. That move initially over Lockerbie. tion team capable of doing the work? 1989: Dylan joins the Dead looked as though it would bolster Good- onstage. Exxon Valdez ruptures in That was a tall order. An earlier Alaskan waters. 19 9 0 : East win’s New York presence and deepen its and West Germany reunite. Polish version of Goodwin Procter might have Communists call it quits.19 91: expertise in both IP and technology, but AT&T acquires NCR. Soviet Union hesitated, asking for time to consider breaks up. 1992: Chemical it grew rocky as the Internet bubble burst acquires Manufacturers Hanover. and build consensus. Goodwin Procter Czechoslovakia splits in two. and the tech economy slumped. circa 2001, however, with its newfound 19 9 3 : European Union offi- The episode failed to dampen cially created. Bell Atlantic /TCI strategic focus, made an immediate merger falls apart.19 9 4 : Israel Goodwin’s gathering sense of momentum, signs peace treaty with Jordan. commitment. Baseball players strike; World however. The following year, the firm Series cancelled.19 9 5 : U.S. Anchored by Teva IP work, the space shuttle docks with Russian invited in 13 lawyers from a small New space station. Larsen Ice Shield firm’s New York office began to acquire breaks up. 19 9 6 : Chase York products liability shop, absorbing a merges with Chemical. Prince the critical mass necessary for the long Charles and Diana divorce. docket of new clients. term. A generic drug manufacturer, 19 97: IBM acquires Lotus. That move was genuinely fateful, Civil war erupts in the Congo. Teva was “not afraid to challenge existing 19 9 8 : Exxon merges with for among the clients Goodwin Procter Mobil. Impeachment proceedings patents,” noted Ware, and a steady flow of seek to separate Clinton from his inherited was Teva Pharmaceuticals, a presidency.1999: Jerry Sein- work followed. New York was on track. feld and Jessica Sklar connect. generic drug manufacturer — and a Jerry Hall and Mick Jagger part ways after 22 years. 2000: promising prospect. During the 1980s Glaxo Wellcome acquires Smith- D.C. BY MERGER and 1990s, Paul Ware and other lawyers Kline Beecham. MS Excel works to split function. 2001: Barry he firm’s Washington office, mean- in the firm’s litigation department had Bonds joins 500 Club. Sotomayor while, was still looking for some way quits women-only club.2002: T begun handling intellectual property Caesium joins the condensates. to acquire critical mass of its own. By NASA theorizes that comets break trials. Sensing new opportunities, Ware up again and again. 2003: the early 2000s, the office had grown to Columbia University Expansion and the recently acquired Teva client team Project announced. Columbia several dozen lawyers, most handling space shuttle disinte- approached the company about taking on grates. 2004: regulatory issues connected with the Kmart and Sears its patent litigation. Teva expressed inter- announce their mortgage finance industry. A handful of merger. Shaq est but made clear it would need a major and Kobe break other lawyers supplemented this core. up. Shaq is traded.

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None of the work, however, to achieve critical mass in Washington in amounted to the makings of a strategically a single stroke, drawing in top-flight sound foundation. In search of more litigation talent in the process and joining stable footings, Goodwin Procter’s leader- forces with a healthy local firm that ship scouted merger opportunities. They A WORLD-CLASS offered a roster of blue chip clients. IP PRACTICE found what they were looking for in 2004 The 2001 acquisition of Equally important, the merger a premier products liability with Shea & Gardner. practice in New York brought looked like a good fit culturally. “We with it unexpected dividends. Founded in 1947 by Francis Shea The practice’s client Teva made a decision early on,” recounted Pharmaceuticals, a giant and Warner Gardner, a pair of former generic drug manufacturer, John Aldock, Shea & Gardner’s chairman challenged Goodwin Procter New Deal officials from the FDR admin- to build significant practices at the time, “that we wouldn’t merge with in IP and patent litigation to istration, Shea & Gardner had nurtured fully service its account. anybody who was bigger in Washington Goodwin accepted the an accomplished and highly prestigious challenge, and the process than we were. We were going to be in of building a world-class IP practice through the second half of the practice was underway. control of our own destiny as an office 20th century. The firm specialized in — at least for a while. SHEA & GARDNER complex litigation and though it remained The 2004 merger ac- “We also wouldn’t merge with complished with top-notch relatively small (60 lawyers by 2000), it litigation shop Shea & Gardner anyone who didn’t share our cultural brought instant weight and regularly attracted some of the brightest credibility to Goodwin Procter’s values, practice values — valuing first-rate Washington office. And it young associates in the country to its brought real expertise and product over just business. We believed confidence in the ticklish art ranks and served an A-list of clients any of merger and integration. that no product went out that door unless Over the next several years, firm would be proud to have. the office would add groups it was first rate, regardless of what it of financial services, IP, life Merger made strategic sense for sciences and private equity took to get it out the door. And then, we attorneys and expand to more both parties. From Shea & Gardner’s than 100 lawyers. Former wouldn’t merge with a firm that didn’t perspective, indefinite survival as a small, Shea & Gardner Chairman believe in pro bono either.” Shea & John Aldock would continue elite litigation shop was starting to look his leadership role at Goodwin Gardner also wanted 100 percent of its Procter, chairing the firm’s uncertain as behemoth multi-office law D.C. office. people to make the move. “Everyone: the firms encroached on the local market. secretaries, bottle washers — no picking From Goodwin Procter’s point of view, and choosing,” Aldock recalled. Shea & Gardner offered an opportunity Regina Pisa made the initial

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approach, sounding out Aldock about economic structure — unless you have an a possible union. He later admitted he abiding faith as a partnership in the judg- hadn’t known much about Goodwin ment of your leaders,” observed partner Procter beforehand. But he and his part- Stuart Cable. ners did their due diligence and liked A BRILLIANT INAUGURATION This was proven once again in late “There were really no what they saw. surprises in the course 2004, when newspapers first broke the of dating and marriage. Pisa, for her part, moved with “Well, maybe one . . . story of disaffected partner departures appropriate sensitivity. Shea & Gardner “We made the decision and liquidation rumors at the venerable to merge during the sum- was not interested in being “acquired,” mer of 2004. In October, Boston firm of Testa Hurwitz & Thibeault. Goodwin had their new and Pisa made it clear that Goodwin partners’ dinner. There Testa was a big player in the tech were partners being made Procter saw the opportunity as something in-house and then there field, one of Goodwin’s strategically tar- more organic. were all of us from Shea geted practices. The possibilities attracted & Gardner. Shea & Gardner’s partners were “They had the dinner in immediate attention at 53 State Street. Boston. I thought it was a assured that Goodwin was a firm based brilliant inauguration tool. With the blessing of firm manage- We all flew up, 30 partners on merit. It was not in business solely to and our spouses, however ment, Stuart Cable reached out immedi- enrich its partners. At this stage, Goodwin many we were. ately and was put in touch with Testa “It was arranged that was trying to fashion itself into a national there would be six partners partner Bill Schnoor. An event was need- in Boston who would host law firm. It was inviting Shea & Gardner’s dinner parties and five of ed to start the conversation, so a lunch partners, associates and staff to join in us would attend each. So was scheduled at Cable’s home. Six key they broke us up, which I that effort. “The pitch was very low key,” thought was a great idea. Testa partners and an equal number from “And then suddenly recalled Aldock. “It was never, ‘Come be Regina says, ‘Well, we’re Goodwin were in attendance. Pisa articu- not going to miss any parties, a branch office.’ It was, ‘You can be part are we?!’ So we found our- lated Goodwin’s vision. The Testa lawyers of this vision. We’re building a legacy.’” selves in a car, and Regina asked questions. and I visited all six parties. It proved to be an irresistible invitation. It was a great touch.” Schnoor had a single key question: was Goodwin interested in something BOSTON BY STORM small or something truly strategic? The ou can’t take a bold step as a law firm opportunity was enormous and Good- ‘‘Y— given its horizontal ownership and win’s answer was unambiguous: truly John Aldock

90 Goodwin ProctEr 1988-2012 strategic. Coincidentally, the firm had just able to size people up and connect with taken out an option on another floor — them very quickly.” The Project Bluebird 75 Testa lawyers could be at Goodwin team was able to act swiftly and decisively within months. because the partnership had already Afterward, Schnoor remembered approved a strategic plan committing to walking down the driveway back to his the tech space — this was the execution car, speaking with Jocelyn Arel, a young- of that plan. er Testa partner. “Bill,” she told him, In the end, nearly 90 Testa lawyers “I don’t know where you’re going to work, had joined Goodwin Procter. “The oppor- A WILLINGNESS TO BET BIG but I’m going to Goodwin,” at which The acquisition of nearly tunity to bring together the very best of 90 top lawyers from Testa point Schnoor recalled saying, “Well, Hurwitz in 2005 demon- a generation of lawyers from two fine strated Goodwin’s willing- then I guess I’ll have to come too.” ness to invest and bet big. firms at Goodwin was a once in a lifetime With a core group onboard, Pisa “I think having the opportunity,” said Pisa. The Boston Globe courage to make real moved quickly to form an ad hoc commit- investments is characteris- called it possibly “the biggest coup in tic of our recent history.” tee to work on “Project Bluebird.” The Boston legal history.” team — Laura Hodges Taylor, Paul Ware, The decision to go all-in on tech Paul Gauron, John Englander, Cable and with a Testa group that was nearly 90-law- Pisa — spent the next three weeks holed yers strong positioned the firm to build up in conference rooms interviewing more one of the nation’s dominant law firm than 150 Testa lawyers, one by one, over tech practices. Stuart Cable the course of many late nights. Was the acquisition of the group Goodwin’s speed was a competitive strategic, opportunistic, fortuitous? “I advantage. Out-of-town law firms, hear- think it was a little bit of all those things,” ing of Testa’s fate, had taken up residence judged Cable in the aftermath, “but it was in Boston hotel rooms trying to recruit the definitely decisive.” same Testa lawyers. One thing was certain — it opened Ultimately, they could not compete. the door wide to the next move, across the As Schnoor commented on Pisa, “She was continent to California and beyond.

91 Goodwin ProctEr 1988-2012

CHAPTER 17 CALIFORNIA & BEYOND

e need to be in Silicon Valley, tech partners af rmed when Wthe Testa Hurwitz group arrived in 2005. Goodwin Procter’s leadership had already offered strong assurances that it understood this imperative and intended to act on it.

“Everything pointed west. You need to be in LA and San Francisco, capital markets our market research told us: You have to be on the clients told the rm. This was certainly true as well. west coast. our tech partners told us: we have to be in Silicon Valley. our But the rm determined to move selectively, courting particular capital markets clients told us: You have to be in LA lawyers who would t culturally, building tightly focused practice and San Francisco. our own internal plan had told us that several years ago.” capabilities. The preliminary research was intensive and deliberate. For all that, the California campaign unfolded rapidly and dramatically. In a 14-month period from April 2006 to June 2007, the rm opened ve of ces in the Golden State with a slew of

Regina Pisa

92 Goodwin ProctEr 1988-2012

CHAPTER 17 CALIFORNIA & BEYOND

93 Goodwin ProctEr 1988-2012 lateral hires that brought established recruiting bore fruit when Lew Feldman practices as well as vital new capabilities. in Century City, just outside LA, and Serious reconnaissance began around then Paul Churchill in San Francisco, 2004: talking to consultants and peer both with thriving real estate practices, firms, scouting out options and identifying Dick Floor were persuaded to join the Goodwin fold. potential moves. By 2012, more than 130 With a commitment to follow through Goodwin Procter lawyers were practic- and expand from these initial beachheads, ing in California — as well as a handful in the firm set up offices in Century City new offices in Hong Kong and London — and San Francisco in April 2006. buttressing the firm’s core practices and greatly extending its footprint. FRIENDS AND CLIENTS IN BETWEEN Over a legal career that spanned 44 years, Dick Floor etting a foothold in Silicon Valley was played an integral role devel- NORTH AND SOUTH notoriously difficult. “This market is oping Goodwin Procter’s G hile individual practices were corporate practice and over- dominated by insiders,” observed lateral seeing its expansion to New formulating their own expansion York and nationally. partner Jonathan Axelrad, a longtime W The quintessential trusted wish lists, the firm’s leadership decided advisor, Floor was beloved by Valley veteran. The credibility afforded by his clients. “It was always that real estate, being already national in unclear whether all of Dick’s Goodwin Procter’s venture capital prac- clients were his friends or scope and longer established than tech, all of Dick’s friends were his tice would help, but only to a point. “The clients,” one of his partners was the best lead in California. Ed Glazer recalled. venture capitalist on the West Coast will Floor leveraged these client recalled, “It’s obviously hard asking any- relationships to the great bene- say, ‘We love you, but if you’re not here in fit of the firm’s more junior one to be the first lawyer in California, lawyers, providing access the Valley, you can’t refer business to us,’” and challenging work early in and it’s a challenge to find such a person. their careers. He believed this explained John Egan. “‘You’re not in the to be an essential part of the The judgment was that it would be easier mentoring process. ecosystem. You’re an interloper.’” to do in real estate, where we already had Floor passed away in 2010. Numerous other “interlopers” had name recognition.” run up against these challenges and failed As things broke, the first opportu- to break through. “When I was at Wilson nities surfaced almost simultaneously Sonsini,” Axelrad recalled, “we would in the north and south. Research and hear routinely about East Coast law firms

94 Goodwin ProctEr 1988-2012

THE LATERAL FILES: A TRIALOGUE John Egan (JE): If you look JA: We were also looking Testa Hurwitz. They AM: You’ve got to be story here in the Valley. at our tech practice today, for a firm that understood obviously did understand relevant to these people. AM: I would say we’re the it’s dominated by laterals. the technology practice in what it meant to service It’s a very relationship- first non-indigenous law Maybe 50 percent of the Silicon Valley. a tech company. That intensive practice. firm that’s created a true firm as a whole now con- mattered. JE: Our intention has JE: You sit in board Silicon Valley practice. sists of laterals, but it’s always been to recruit AM: At its core, under- meetings with them and probably 90 percent in the JE: We’re one of the four people who were embedded standing Silicon Valley a relationship develops tech practice. or maybe five destination in Valley culture. I think if means a lot of things. It — and a comfort level, law firms here now. Anthony McCusker (AM): you’re not actually there in means understanding which is hard to replace. I was at Gunderson for 14 the Valley, you can’t really why a little company with AM: A lot of New York JA: So we made the leap years working with tech understand what’s happen- two guys and an idea can firms have come here and and joined Goodwin. companies and VC firms ing at ground zero. The be a useful client to some done underwriting work And that first week was before joining Goodwin. pace of investment is more giant law firm, why we or public offering work, a profoundly disorienting frenetic, capital formation should defer our fees for you know, but we can Jonathan Axelrad (JA): experience. is quicker, there are more a while, nurture them, say, Hey! We do a Silicon I was at Wilson Sonsini entrepreneurs . . . why we should spend our JE: There were a lot of Valley practice. It’s a very working with VC firms time with some outfit that times when we thought we meaningful difference. for 17. AM: It’s more casual too. may pay us only $5,000 or weren’t going to make it. Our clients are often JA: I’m not working any AM: I was looking for $10,000 in the first several 20-somethings . . . JA: We show up at more hours than I worked two things really, the right months. You can go from Goodwin’s office in Palo before, but the thing is platform — broad based JE: A lot of people sub- starting a company up to Alto — which had room that the firm as a whole and national, in a bunch scribe to the theory that selling it three years later for about 25 attorneys is putting in more hours of different areas — and the velocity of change is for $400 million, so you — and I think there were servicing my clients. That’s a spirit of collaboration. caused by the absence of need to be able to scale a result of the collabora- non-competes. In Califor- with those clients as that all of six or eight there, tion I was looking for. JA: Those were critical nia, you can leave a com- happens. total. I probably looked for me as well. VC fund white as a ghost. Kathy pany one day and go work AM: I’m pretty thrilled formation has grown JE: The thing is it’s very Fields basically took me for their biggest competi- with what this office has increasingly complex. It’s personal in the tech and by the hand, sat me down, tor the next. It’s easier for accomplished in a few international, diversified venture space. You’re told me to breathe deeply people to get happy feet years, but there’s no way and subject to an expand- usually dealing with the and said it was going to and start a new company. we’re done. We want to be ing set of regulatory con- CEO or with a venture be okay. She was right. number one in this market, straints. It was clear our JA: We all knew Goodwin capital partner. They have I was joining the begin- and it’s a long race. In 20 clients needed some skills had successfully integrated sole authority to decide ning of what’s been a years maybe we’ll talk that were beyond what we a large part of the former who they work with. pretty dramatic success about being in the late could bring to the table. stages of development I was already reaching — but it’s still early! outside the four corners of Wilson for collaborators JE: It’s definitely still a on a routine basis. work in progress. AM: Goodwin knew that JA: But it’s good. We’re was a problem in a lot of growing. It’s working. places. They made the If people in this office point early on that all the were unhappy, the word necessary resources were would spread through the here. They said, “We have Valley pretty fast and people here who do all of recruiting would grind these things, and you to a halt. That hasn’t know they’ll reach out to happened, so we must be you.” And they all did. doing something right. John Egan Anthony McCusker Jonathan Axelrad

95 Goodwin ProctEr 1988-2012 setting up offices in Silicon alleyV and we Kevin Dennis and Kathy Fields focused would smirk, because we knew by experi- on the venture capital/investment side of ence what that meant. They would come the tech industry, building upon estab- and plant the flag and get1 0 or 20 lawyers lished credentials and relationships. here who would mostly do work that was For their part, attorneys already practic- THE PITCH sourced out of their East Coast offices. “What Regina did was ing in the Valley found Goodwin Procter’s They were never going to understand the ask a lot of good questions overtures persuasive. With its broad about our existing practice, Silicon Valley culture and they were never what made us happy and expertise in fields such as real estate what made us unhappy, going to be a threat.” and then basically she said, capital markets, private equity, ERISA, ‘Listen guys, you can have Goodwin Procter was determined everything you want.’ litigation and others, Goodwin offered a to go about things differently. The firm “ ‘All the resources you deep bench, pools of needed expertise and don’t have, that are holding scouted its moves carefully, targeting and you back? We have them. increasingly important opportunities for We have a great hedge selecting local lawyers with established fund practice, we have a collaboration. great real estate fund practices and relationships. practice, we have a great Egan summed it up: “Potential Other strengths came into play private equity fund laterals came to Goodwin and they said, practice. Venture capital as well. Setting up in Los Angeles and — you know we have a ‘Oh, you guys have a fund formation good practice, but it’s not especially in nearby San Francisco, for as great as we want it to be, practice that includes private equity, and you guys would be the instance, sent a clear signal: Goodwin jewels in the crown. So hedge funds, alternative investments. Procter was making a sustained and instead of trying to build You’ve got securities people supported, everything from scratch full-scale commitment to the region. The where you are, why don’t you have tax people supported, so I can you try it here with us?’ recent acquisition of the Testa Hurwitz “And it was an effective suddenly practice at a higher level.’ pitch. Because we had tried lawyers helped a lot too from the per- the alternatives.” “They said that distinguishes us, spective of Silicon Valley prospects. It and as the tech industry matures and we was another signal of commitment and an have a lot of tech companies with multi- ability to integrate partners who under- billion dollar valuations, we’re going to stood the unique dynamics and demands have a lot of companies with real opera- of the technology field. tions, real issues, who’ll have to borrow Initial recruiting efforts led by money, pay taxes. The level of legal exper- Jonathan Axelrad

96 Goodwin ProctEr 1988-2012 tise required will increase, and we’ll be AND BEYOND really well-positioned to service those ven as Goodwin Procter planted itself clients relative to the other law firms they E on the West Coast, partners were used in the past.” looking farther afield. The same dynamics The logic proved compelling, that were drawing the firm across the drawing a steady stream of Silicon Valley country were also pointing overseas. attorneys who signed onboard. Goodwin The firm’s work in private equity, venture Procter pulled in clients with its incoming capital, technology and fund formation partners, establishing first a foundation on was rapidly globalizing. “We realized we the investment side among the region’s had a choice,” Stuart Cable said. “Either venture capital firms, and then beginning we watch our clients use their capital to to cultivate attorneys skilled in working LOOKING OVERSEAS expand overseas with us — or without us.” By 2006 and 2007, with tech companies themselves. other law firms were already Other law firms were already spreading out maps, sticking Within a few years of opening the in pins, establishing substan- making global plays by this time. Good- tial footprints and trying to Silicon Valley office, the firm had attract- scale up. Goodwin’s plan win, for its part, moved judiciously. In was studious and prudent. ed a critical mass of 60 attorneys there. Hong Kong and London were London, the firm weighed opportunities targeted as the two appropri- ate gateways east and west. to merge with existing firms of compa- SOUTH AGAIN rable sizes, but opted instead for a more nother piece of the puzzle was added surgical entry strategy. When the collapse A in March 2007, when the firm set up of Heller Ehrman in 2008 created the another California office in San Diego — opportunity to bring in Brian Smith, a a market that had not figured in original prominent London real estate lawyer, the strategic thinking, but one which offered partners agreed the time had come to set the chance to bolster the firm’s biotech up a small London office and build it and life sciences practices. The subse- around Smith. quent addition of a team of IP partners, His untimely death dealt the including current office chair David venture a setback just as it was getting Kleinfeld, cemented operations there. underway, but the firm decided to follow

97 Goodwin ProctEr 1988-2012

GIVING BACK AT 100 From its earliest days, Goodwin Procter has cultivated Led by Ken Parsigian, fi rm a tradition of public service and attorneys scored a major victory in 2007 when they overturned pro bono work. The fi rm has the conviction and death sen- committed resources to serve its tence of Kenneth communities frequently and richey and with enthusiasm. ultimately “We’re not just any law fi rm; freed him from prison our resources are extremely Kenneth Richey in ohio. valuable,” said former pro bono More than 75 Goodwin Procter chair Bill Mayer. “We owe it lawyers worked on the case over 15 years, devoting millions to ourselves and we owe it to of dollars in time and resources. our community to apply our Both Parsigian and the fi rm resources in a way that creates Work on behalf of the National Law Center on Homelessness and Poverty, earned recognition from the ABA for work on the Richey case. the largest impact.” led by Jeff Simes, made tangible inroads on behalf of homeless children. A class action lawsuit resolved in 2005, brought with Goodwin’s pro bono partner NLCHP, secured access to public school education for homeless children — a landmark decision that radiated from New York (where the suit was brought) outward across the nation. Simes earned the ABA’s Pro In the nation’s capital, John Bono Publico Award for his work. Moustakas led a team representing Joseph Heard, illegally imprisoned in a D.C. jail for nearly two years. Unable to hear or speak, and Bill Stern led a team of Goodwin attorneys functionally illiterate, Heard could that helped form CheckSpring Bank, a de not communicate with anyone about novo chartered commercial bank in the South his unlawful incarceration. After Bronx. Created as a community-based banking Heard was freed from detention, institution with the goal of offering convenient, the team negotiated a substantial affordable and quality banking services, settlement on his behalf and set up CheckSpring serves a neighborhood where a trust for his settlement funds. people had relied on check cashers and predatory lenders for basic fi nancial services.

Celebrating its 10th anniversary in 2011, Goodwin Procter’s neighborhood Business initiative is a community outreach program that provides pro bono business legal services to low-income entrepreneurs and small-business owners in underserved neighborhoods throughout Greater Boston. Led by Anna Dodson, NBI is overseen by a committee of Goodwin Procter partners, associates and professional staff.

98 Goodwin ProctEr 1988-2012 through anyway. regina Pisa and Martin 2005: Facebook expands working on the scene with local chinese service to six million people in Carmichael made a series of trips to Lon- 800 college networks. Adidas counsel, and with Rana coordinating a expands footprint in New York’s don looking for someone to fi ll Smith’s Soho, opening largest-ever shop. global team back in Goodwin’s U.S. shoes. “As Regina likes to say, we kissed a Ben & Jerry’s expands political offi ces, by 2011 the Hong Kong partners activism, creating largest-ever lot of frogs,” Carmichael recalled. David baked Alaska to protest drilling had already executed high-profi le trans- in the Arctic National Wildlife Evans, a real estate funds lawyer, became Refuge. 2006: Taliban actions and deals worth hundreds of expands control. Bird fl u expands the prince. range. UW-Madison expands millions of dollars. Similar instincts and methods scooter parking. Toro expands Early results have been encourag- snowblower recall — in August. prevailed in Asia. Preliminary reconnais- 2007: Lowe’s expands in ing. Still, the fi rm’s international ventures Canada. Nike expands in China. sance indicated that Hong Kong, the Comet Holmes’ coma expands are stories that are just beginning. in asteroid belt. Microsoft Word region’s fi nancial capital, was the logical expands text-wrap options. Whatever form Goodwin Procter 2008: Amtrak expands place to start. The Hong Kong legal random security sweeps. City of takes globally, a few enduring lessons scene at the time was described as Pittsburgh expands recycling. seem to hold. “You can’t succeed from Army expands retention bonuses. “hyper-competitive.” M&M expands candy line, adds 10,000 miles away,” Cable observed. “You green. 2009 : Chinese As with London, a partner noted, economy expands. GMAC leasing have to empower people on the ground to options expand. Use of 311 New it was decided that “if we could fi nd the York muni-info line expands, make the decisions, win the clients and right people, and it’s always about people, Mayor Mike Bloomberg answers execute the business.” millionth call. 2010: Consu- we would make a measured fi rst step in mer credit expands in United In other words, Goodwin Procter States. Apple retail operations Asia.” Yash Rana, a Goodwin Procter expand in London. Afghan War would succeed in global markets the same expands into Pakistan. Arsenic bug attorney, agreed to serve as the fi rm’s discovered in Mono Lake, defi ni- way it had in the United States: by pro- pioneer in Hong Kong. Brian McDaniel, tion of life expands. 2 011: viding excellent legal service and strategic Popularity of The Girl with the a fund lawyer who had been working in Dragon Tattoo expands. Popularity partnership, but also by applying resource- of Facebook expands; 845 million the Silicon Valley offi ce, joined the project users spend average of seven ful, entrepreneurial, opportunistic effort. hours per month using online as it launched. The Hong Kong offi ce network — equivalent to 22,169 years per day. 2012: Yeast opened for business in 2008. expands. Frozen water expands. Establishing a credible presence is Toy balloons expand. Expansion joints on the Golden Gate Bridge a daunting challenge, but the venture has expand. The volume of the visible universe expands 3.6 x10-35 already shown some impressive results. percent per year. And work still expands to fi ll all available time.

99 Goodwin ProctEr 1912-2012

The Partnership Roberto M. Braceras Christopher J. Denn Inez H. Friedman-Boyce 2012 Jennifer K. Bralower Kevin M. Dennis Elizabeth Shea Fries GOODWIN Mark J. Abate Edward J. Braum Michael S. DeVincenzo Chad R. Fuller Susan L. Abbott James M. Broderick Brian C. Devine Lynda T. Galligan

April E. Abele Brooks R. Brown David F. Dietz Terry D. Garnett PROCTER Daniel P. Adams Bradley A. Bugdanowitz Henry C. Dinger Paul R. Gauron Marco E. Adelfi o Caroline H. Bullerjahn James S. Dittmar Elizabeth Runyan Geise

Jennifer A. Albert Mark H. Burnett Anna E. Dodson Susanne N. Geraghty

John D. Aldock Stuart M. Cable Amber R. Dolman Michael S. Giannotto

Kathryn Lundwall Alessi David V. Cappillo Douglas C. Doskocil Matthew L. Giles AT Janet Andolina Martin Carmichael Alison V. Douglass Laurie S. Gill David J. Apfel Robert D. Carroll J. Anthony Downs Ross D. Gillman

Jocelyn M. Arel Gerald G. Chacon, Jr. Kristen Garcia Dumont Martin C. Glass

Gina M. Atwood Mitzi Chang John J. Egan, III Edward L. Glazer 10 0 Christopher J. Austin Stephen G. Charkoudian Steven A. Ellis Michael H. Glazer Incredibly, the partnership born on a Boston Jonathan Axelrad Adam M. Chud John C. Englander Daniel M. Glosband sidewalk and nurtured on the fi fth fl oor of Parker H. Bagley Jennifer L. Chunias David Evans Teresa K. Goebel the old india Building stands today at 321 Seung W. Baik Paul Churchill Brian A. Fairchild Mark R. Goldberg women and men. the Christopher B. Barker John J. Cleary John J. Falvey, Jr. Andrew H. Goodman fi rm boasts another Lynne B. Barr Samantha Lake Coghlan John O. Farley Kenneth J. Gordon 1,231 talented lawyers James P.C. Barri Gus P. Coldebella Jennifer Merrigan Fay Bruce J. Graham and professional staff John T. Bennett Sarah Heaton Concannon Anthony M. Feeherry Joanne M. Gray as well. we speak 36 Wilfred J. Benoit, Jr. Daniel P. Condon Lewis G. Feldman Duncan A. Greenhalgh Goodwin Procter languages and hail Mark T. Bettencourt David B. Cook Steven R. Feldstein Emanuel C. Grillo from 483 colleges and 99 law schools. We Gregory A. Bibler R. Todd Cronan John M. Ferguson Marta E. Gross occupy nearly a million square feet in nine Deborah S. Birnbach Howard A. Cubell Dahlia S. Fetouh Lisa R. Haddad cities. We work across 24 time zones. Gregory S. Bishop Kevin J. Culligan Kathy A. Fields Jeffrey C. Hadden Perhaps no less incredibly, we have Robert E. Bishop James M. Curley Anthony S. Fiotto John T. Haggerty nonetheless held true to the spirit of our Michael H. Bison John B. Daukas Eric R. Fischer Robert M. Haight, Jr. founders. It defi nes what we are today: Elaine Herrmann Blais Paul Davis Thomas F. Fitzpatrick Brian D. Hail entrepreneurial, effi cient, collaborative and Robert S. Blasi Stephen M. Davis James O. Fleckner Forrest A. Hainline, III collegial. While much will continue to change, Mitchell S. Bloom William C. Davisson Robert S. Fore Robert M. Hale we expect this, our core, to remain a constant. Christopher A. Bordoni Marta E. Delsignore Daniel M. Forman John P. Hanish

100 Goodwin ProctEr 1912-2012

Inez H. Friedman-Boyce William R. Hanlon Edward A. King Anthony J. McCusker Matthew G. Pohlman Deborah L. Schrier-Rape Paul J. Verbesey

Elizabeth Shea Fries William J. Harrington Rufus C. King Brian M. McDaniel Stephen D. Poss Paul D. Schwartz Paul F. Ware

Chad R. Fuller Brian W. Harvey Laurence S. Kirsch James W. McGarry David J. Powers Thomas J. Scott, Jr. Scott A. Warren

Lynda T. Galligan David M. Hashmall Mark D. Kirshenbaum Arthur R. McGivern Douglas A. Praw Jackie L. Segel David W. Watson

Terry D. Garnett Annemarie Hassett Kurt M. Kjelland Brian C. McPeake Christopher B. Price Alexis L. Shapiro Bradley C. Weber

Paul R. Gauron William R. Haulbrook Joshua Klatzkin Gilbert G. Menna Jonathan I. Price Brenda R. Sharton Scott A. Webster

Elizabeth Runyan Geise Martin R. Healy Jeffrey I. Klein Thomas C. Meriam Mark S. Puzella William F. Sheehan Andrew J. Weidhaas

Susanne N. Geraghty Thomas M. Hefferon David E. Kleinfeld Carl E. Metzger Bruce J. Rader Lana S. Shiferman Adam N. Weisenberg

Michael S. Giannotto Mark A. Heller Douglas J. Kline William A. Meunier Mark S. Raffman Timothy K. Shuba William J. Weiss

Matthew L. Giles Abigail K. Hemani Richard A. Kline Thomas J. Mikula Yash A. Rana Edward Matson Sibble Michael P. Whalen

Laurie S. Gill H. David Henken Yoel Kranz Michael J. Minahan Alexander A. Randall Joseph R. Siegelbaum Robert P. Whalen, Jr.

Ross D. Gillman Jon M. Herzog Robert M. Kurucza Nicholas K. Mitrokostas Emily L. Rapalino Jeffrey A. Simes William H. Whitledge

Martin C. Glass Laura C. Hodges Taylor Thomas J. LaFond Steven A. Moore James C. Rehnquist Bradford J. Smith Daryl L. Wiesen

Edward L. Glazer Matthew M. Hoffman Danielle M. Lauzon Caine T. Moss Edward A. Reilly, Jr. Mark D. Smith U. Gwyn Williams

Michael H. Glazer Christopher T. Holding Peter W. LaVigne John Moustakas Frederick H. Rein Albert J. Solecki, Jr. Damian W. Wilmot

Daniel M. Glosband Mark Holland Suzanne D. Lecaroz Siobhan C. Murphy Shepard M. Remis Christopher W. Stamos Erica D. Wilson

Teresa K. Goebel R. David Hosp John R. LeClaire John M. Mutkoski John Townsend Rich John B. Steele Lloyd Winawer

Mark R. Goldberg Louise N. Howe Paul W. Lee James W. Nagle Samuel L. Richardson Derek N. Steingarten Lawrence S. Wittenberg

Andrew H. Goodman James A. Hutchinson Jeffrey A. Legault Paul E. Nemser James D. Riley, Jr. William E. Stern Maggie L. Wong

Kenneth J. Gordon Robert S. Insolia Joel E. Lehrer Philip H. Newman Scott L. Robertson Michael G. Strapp Richard M. Wyner

Bruce J. Graham Michael K. Isenman E. Kelsey Lemaster Mary-Kathleen O’Connell Daniel P. Roeser Richard M. Strassberg Joseph F. Yenouskas

Joanne M. Gray Joseph L. Johnson, III Thomas S. Levato Richard A. Oetheimer Sabrina M. Rose-Smith Andrew C. Sucoff Vincent K. Yip

Duncan A. Greenhalgh Michael T. Jones Ira J. Levy Mark S. Opper Stuart L. Rosenthal Jeremiah J. Sullivan David M. Young

Emanuel C. Grillo Lawrence E. Kaplan Matthew G. Lindenbaum Christopher E. Palmer Valerie E. Ross Kingsley L. Taft Raymond C. Zemlin

Marta E. Gross Theresa C. Kavanaugh Francis C. Lynch Dean Pappas Charles H. Sanders Joseph C. Theis, Jr. Elise N. Zoli

Lisa R. Haddad Minta E. Kay Mark J. Macenka Michael J. Pappone H. Neal Sandford Patrick S. Thompson Keith A. Zullow

Jeffrey C. Hadden Q. Scott Kaye Michael D. Maline Kenneth J. Parsigian Ettore A. Santucci Craig C. Todaro

John T. Haggerty James J. Kelly Gina Lynn Martin Brian E. Pastuszenski Joseph F. Savage, Jr. William J. Trach

Robert M. Haight, Jr. J. Hovey Kemp Kevin P. Martin Byron C. Pavano Frederick C. Schafrick Bruce Tribush

Brian D. Hail Michael J. Kendall James A. Matarese David L. Permut Craig M. Schmitz Marian A. Tse

Forrest A. Hainline, III Don M. Kennedy Richard L. Matheny, III Regina M. Pisa William J. Schnoor, Jr. Mark E. Tully

Robert M. Hale Glenn S. Kerner William P. Mayer Edmund R. Pitcher Mark Schonberger Karen F. Turk

John P. Hanish Robert G. Kester Diane J. McCabe David B. Pitofsky Stephen T. Schreiner Daniel J. Tyukody

101 Goodwin ProctEr 1912-2012

Partner Retreat, February 2012

GOODWIN PROCTER 100TH ANNIVERSARY

102 Goodwin ProctEr 1912-2012

GOODWIN PROCTER 100TH ANNIVERSARY

103 Goodwin ProctEr 1912-2012

Acknowledgments

Editor Image Credits Nate Leonard, Goodwin Procter Introduction Chapter 5 Chapter 11 Illustration by Ross Culbert & Lavery, Harry S. Truman Library; U.S. Army, Associated Press/Peter Bregg; David Inc., from original Goodwin Procter courtesy Harry S. Truman Library; Eastley/Alamy; © Oliver Leedham/Alamy; Writers announcement Associated Press; WW2db.com; Ross Culbert & Lavery, Inc.; Goodwin Fred Dalzell Ross Culbert & Lavery, Inc. Procter LLP Nate Leonard Chapter 1 Peter Ross Boston Library online collection: Boston Chapter 6 Chapter 12 Public Library; NOAA National Marine Associated Press AIP Emilio Segre Visual © Imagebroker.net /Superstock; © William Sanctuaries, Courtesy of National Archives; Archives, Physics Today Collection; Old G. Sims; Ronald Correia; © Woods Hole Art Direction and Design BostonHistory.org: Boston Society Collec- Calculator Museum, http://oldcalculator- Oceanographic Institution; Ross Culbert Peter Ross, tion; Ross Culbert & Lavery, Inc., from museum.com; © Marian Goldman; & Lavery, Inc. Ross Culbert & Lavery original postcard; Goodwin Procter LLP Ross Culbert & Lavery, Inc. Chapter 13 Chapter 2 Chapter 7 © Rene Paik /Alamy; © Gunter Marx/ Photo Research Library of Congress, collection of Detroit Boston Public Library; Economic Educa- Alamy; Ross Culbert & Lavery, Inc.; Kathy Sobb, Publishing Co.; Library of Congress, tion, Federal Reserve Bank of New York; Goodwin Procter LLP Ross Culbert & Lavery Prints and Photographs Division, YAY micro; © Massachusetts Institute of Detroit Publishing Company Collection; Technology, courtesy of MIT Libraries, 75th Anniversary Oral Histories © Marian Goldman; usamilitarymedals.com; Rotch Visual Collections; Nishan Bicha- © Zoltan Farago; © Bud Lavery; Ross Phyllis Peters Daggett Imperial War Museum, image Q 13340; jian; Visualphotos.com; Ross Culbert & Culbert & Lavery, Inc.; Goodwin Procter Ross Culbert & Lavery, Inc., with reference Lavery, Inc. LLP Fred Dalzell from Shutterstock Images LLC; Goodwin Procter LLP Chapter 8 Chapter 14 Printing National Park Service, Dwight D. Eisen- © Marian Goldman; Ross Culbert & Innovation Printing Chapter 3 hower Library; Royal Geographical Society Lavery, Inc.; Goodwin Procter LLP Library of Congress Memories Collection: (with IBG); NASA/courtesy of nasaimages. Chicago History Museum, SDN-061536; org; Ross Culbert & Lavery, Inc. Chapter 15 Associated Press; AP Photo; William © Sidney Harris/The New Yorker Collec- Andrew Rigsbey (painter); H. H. Simmons 50th Anniversary tion/www.cartoonbank.com; © Marian (photographer); Boston Public Library, © Photoshot Holding Ltd / Alamy; Goldman; Ross Culbert & Lavery, Inc. Leslie Jones Collection; Ross Culbery & © Marian Goldman; Shutterstock; Lavery, Inc.; Goodwin Procter LLP Ross Culbert & Lavery, Inc. Chapter 16 istock; © Marian Goldman; 123rf; Chapter 4 Chapter 9 Ross Culbert & Lavery, Inc. AP Photo; © DIZ Muenchen GmbH, © Hanneorla Orla Schantz; Jon Chase, Sueddeutsche Zeitung Photo/Alamy; Harvard Public Affairs and Communica- Chapter 17 Library of Congress; National Oceanic and tions; New Hampshire Bar Association; © Marian Goldman; Peter Treanor/Alamy; Atmospheric Administration/Department of Ross Culbert & Lavery, Inc.; Goodwin Chad Ehlers/Alamy; istock; Miguel Rjl; Commerce/U.S. Navy Photo; PicturesNow. Procter LLP Ross Culbert & Lavery, Inc.; Goodwin com Inc.; Ross Culbert & Lavery, Inc.; Procter LLP Goodwin Procter LLP Chapter 10 www.EngravingAwardsGifts.com with 100th Anniversary 25th Anniversary special thanks to Ron Stevens; Boston Goodwin Procter LLP BostonHistory.org: Boston Society Redevelopment Authority; The Architects Collection; Freeworks; © SLPMartin; Collaborative, Inc.; CBT Architects, Boston, Ross Culbert & Lavery, Inc. Inc.; http://www.heymabelblacklabel.com; Book © 2012 Goodwin Procter LLP. Tomislav Žigo, ARBA Studios LC; Library All rights reserved. of Congress; © Draper Laboratory; Ross Culbert & Lavery, Inc.; Goodwin Procter LLP

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Editor Image Credits Nate Leonard, Goodwin Procter Introduction Chapter 5 Chapter 11 illustration by Ross Culbert & Lavery, Harry S. Truman Library; U.S. Army, Associated Press/Peter Bregg; david Inc., from original Goodwin Procter courtesy Harry S. Truman Library; Eastley/Alamy; © oliver Leedham/Alamy; “As a fi rm gets older, it Writers announcement Associated Press; ww2db.com; Ross Culbert & Lavery, Inc.; Goodwin develops a goodwill and “I started a partnership Fred Dalzell Ross Culbert & Lavery, Inc. Procter LLP a personality of its own. Chapter 1 “Goodwin’s always been with Bob Goodwin and nate Leonard It becomes more important Boston Library online collection: Boston Chapter 6 Chapter 12 a very collective environ- have never had occasion Peter ross than its individual mem- “This is not just a profession. Public Library; noAA national Marine Associated Press AiP Emilio Segre Visual © imagebroker.net /Superstock; © william ment, particularly at the to regret the step.” bers. It becomes a living This is not just a business. Sanctuaries, Courtesy of National Archives; Archives, Physics Today Collection; Old G. Sims; Ronald Correia; © Woods Hole “Talented lawyers all have practice level. Art Direction and Design BostonHistory.org: Boston Society Collec- Calculator Museum, http://oldcalculator- oceanographic institution; ross culbert organization all by itself.” It’s also a community and big egos, and the stakes “If the phone rang right Peter Ross, tion; Ross Culbert & Lavery, Inc., from museum.com; © Marian Goldman; & Lavery, Inc. a family for many people. now with a pitch oppor- ross culbert & Lavery original postcard; Goodwin Procter LLP Ross Culbert & Lavery, Inc. are high. They all want to It’s all of those things. It’s tunity and it involved Chapter 13 do their own thing, and bigger than just a place to Chapter 2 Chapter 7 © rene Paik /Alamy; © Gunter Marx/ they all want their own several different practices, Photo Research work. It’s a fi rm that has a Library of Congress, collection of Detroit Boston Public Library; Economic Educa- Alamy; Ross Culbert & Lavery, Inc.; recognition — this and we’d make some calls and Kathy Sobb, heart and soul.” Publishing Co.; Library of Congress, tion, Federal Reserve Bank of New York; Goodwin Procter LLP that. It’s easy for them to people would be on a ross culbert & Lavery Prints and Photographs Division, YAY micro; © Massachusetts Institute of have falling-outs. Other plane and on their way. detroit Publishing company collection; Technology, courtesy of MIT Libraries, 75th Anniversary fi rms have done it. We Seniority? It doesn’t © Marian Goldman; usamilitarymedals.com; rotch Visual collections; nishan Bicha- © Zoltan Farago; © Bud Lavery; ross Oral Histories didn’t have that.” matter. It’s the culture.” Phyllis Peters daggett Imperial War Museum, image Q 13340; jian; Visualphotos.com; ross culbert & Culbert & Lavery, Inc.; Goodwin Procter Ross Culbert & Lavery, Inc., with reference Lavery, Inc. LLP Fred Dalzell Joseph Procter from Shutterstock Images LLC; Goodwin Dick Nichols Procter LLP Chapter 8 Chapter 14 Printing National Park Service, Dwight D. Eisen- © Marian Goldman; ross culbert & innovation Printing Chapter 3 hower Library; royal Geographical Society Lavery, Inc.; Goodwin Procter LLP Regina Pisa Library of Congress Memories Collection: (with IBG); NASA/courtesy of nasaimages. Chicago History Museum, SDN-061536; org; Ross Culbert & Lavery, Inc. Chapter 15 Associated Press; AP Photo; william © Sidney Harris/The New Yorker Collec- Andrew Rigsbey (painter); H. H. Simmons 50th Anniversary tion/www.cartoonbank.com; © Marian (photographer); Boston Public Library, © Photoshot Holding Ltd / Alamy; Goldman; Ross Culbert & Lavery, Inc. Leslie Jones collection; ross culbery & © Marian Goldman; Shutterstock; Lavery, Inc.; Goodwin Procter LLP Ross Culbert & Lavery, Inc. Chapter 16 Fred Robbins Rob Insolia istock; © Marian Goldman; 123rf; Chapter 4 Chapter 9 Ross Culbert & Lavery, Inc. AP Photo; © DIZ Muenchen GmbH, © Hanneorla Orla Schantz; Jon Chase, Sueddeutsche Zeitung Photo/Alamy; Harvard Public Affairs and Communica- Chapter 17 Library of Congress; National Oceanic and tions; New Hampshire Bar Association; © Marian Goldman; Peter treanor/Alamy; Atmospheric Administration/Department of Ross Culbert & Lavery, Inc.; Goodwin chad Ehlers/Alamy; istock; Miguel rjl; Commerce/U.S. Navy Photo; PicturesNow. Procter LLP Ross Culbert & Lavery, Inc.; Goodwin com Inc.; Ross Culbert & Lavery, Inc.; Procter LLP Goodwin Procter LLP Chapter 10 www.EngravingAwardsGifts.com with 100th Anniversary 25th Anniversary special thanks to ron Stevens; Boston Goodwin Procter LLP BostonHistory.org: Boston Society redevelopment Authority; the Architects collection; Freeworks; © SLPMartin; Collaborative, Inc.; CBT Architects, Boston, Ross Culbert & Lavery, Inc. inc.; http://www.heymabelblacklabel.com; Book © 2012 Goodwin Procter LLP. Tomislav Žigo, ARBA Studios LC; Library All rights reserved. of Congress; © Draper Laboratory; Ross Culbert & Lavery, Inc.; Goodwin Procter LLP

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