Dream jobs: Lawyers who love what they do

By Maria Kantzavelos

Many of us have had childhood fantasies that stretched the imagination for what we wanted to become when all grown up: a professional athlete, a TV star, a chef, or even a video game wizard.

Somewhere along the way, you wound up becoming a lawyer. What could be the next best thing?

Some people like or even love their jobs, but often the reasons are specific to the individual. A select few, though, get to work in places that tickle most people’s fancy, akin to a 4-year-old wanting to manage a candy store.

For some, what makes a dream job is more a state of mind than a particular industry, but still one conducive to creating a special environment.

Chicago Lawyer sat down with four in-house lawyers who have leading roles in places where the nature of the business is the stuff that childhood dreams are made of — jobs that can send many other attorneys into a daydream about what it would be like to put their legal skills to work for a pro sports team, television celebrity, video game maker, or restaurateur.

Irwin Mandel, Chicago Bulls

To Irwin Mandel, pictured above, who is known as the salary cap guru to the Chicago Bulls, the immediate reaction of most people he meets when they find out what he does for a living makes perfect sense.

”If they ask me what I do and I tell them, immediately, their ears perk up,” Mandel said recently from his office at the United Center, where replica trophies from the Bulls’ six world championship wins in the 1990s are proudly displayed, alongside signed basketballs and photos of him and his sons with Bulls players.

”Believe me, if I didn’t have this job and I met an Irwin Mandel at a party or some place, I would take up his whole evening talking to him. Anybody who loves sports likes to talk to me. It’s very understandable.”

He’s also a hit at the home front.

”Most people, when they come home at night, their family probably isn’t that interested in their job,” Mandel said. ”My stories are interesting. My wife is a big sports fan; my sons are. They were always interested in what I had to say.”

Mandel, whose background is in law and accounting, is in his 36th season with the Bulls, where he serves as senior vice president of financial and legal operations. He wears many hats in his executive position, but his expertise in interpreting and applying the National Basketball Association’s complicated rules governing player acquisitions and limiting the amount of money teams can spend each season on player salaries is what makes his job all the more intriguing.

”Anybody that loves sports that has a legal background would kill for my job,” Mandel said. ”It’s fun to work for a sports team, and it’s especially fun if you get to work with the general manager and the basketball people, which is what I do because of the salary cap. If there wasn’t a salary cap, my job wouldn’t be as interesting, and I wouldn’t have as much contact with them.”

Because of that expertise, Mandel has the ear of Bulls General Manager John Paxson in negotiating trades and signing players.

”Irwin has the ability to come at me from a different perspective and is persistent in terms of looking at every angle,” Paxson said in an e-mail interview.

Paxson pointed to the deal to trade Eddy Curry to the New York Knicks in 2005.

”I really wanted to get two consecutive first-round picks in the deal, but the collective bargaining agreement doesn’t allow for that to happen,” Paxson said. ”Irwin’s thought was to get the first-round pick in the first year and then have the right to switch picks with New York in the second year.

”There was a small risk involved that New York would have a better record than us, but we were confident that wouldn’t happen,” Paxson said. ”We ended up getting the ninth pick in 2007 because of the right to switch picks and the Knicks ended up with our pick, which was the 22nd pick in the draft. In essence, we came out of that trade with their first-round pick in consecutive years and it turned out to be a real positive for us.”

Mandel approaches his job with the same spirit of competition displayed by athletes on the court.

”I’m a very competitive guy, and I will take it personally if the salary cap prevents the Bulls from doing something that the Bulls want to do basketball-wise,” Mandel said. ”I am always thinking: how can we apply the rules to help us — to give us an edge?”

Along with applying and interpreting the NBA’s salary cap, free agency, and other collective bargaining rules, Mandel’s job has him reviewing financial reports and preparing contracts with players and coaches.

On a wall above his desk is a framed photo of Mandel watching over Michael Jordan as the player signs a $30 million contract in his second-to-last year with the Bulls in 1996 — then the ”biggest single-season salary for any athlete in any team sport in history,” Mandel said.

Raised on the city’s North Side, Mandel said he remembers telling his uncle that he wanted to be a professional athlete when he grew up. His executive position with the Bulls, he said, is the next best thing.

It’s absolutely a dream job. That’s why I’ve been here for 35 years,” he said.

Mandel, who received both his undergraduate degree in accounting and his law degree from Northwestern University, worked in the tax department of Arthur Andersen for four years after graduating from law school in 1967.

At the accounting firm, he was assigned to the Bulls account, to handle a purchase investigation report after a change in ownership at the Bulls.

”I did it with the prayer that they would hire me full-time, and they did,” Mandel said. ”I’ve been here ever since and it’s been fascinating.”

He and his wife entertain friends during home games from their box seats at the United Center, just rows behind the players’ bench.

”For our home games, whenever we win, I give them five when the game is over, which is fun,” Mandel said. ”I wish I would’ve had the opportunity to do that more frequently this season. We haven’t won so many games; it’s been a disappointing season.”

But Mandel is gearing up for the next round of trading activity come June.

”Hopefully,” he said, ”the Bulls will be very busy then, and will be able to make some trades to improve the team.”

A roundtable discussion: Bridging the gap between in-house and outside counsel

By Olivia Clarke

Many law firms spend a great deal of time trying to figure out what in-house lawyers are thinking, and how they can build stronger relationships with them.

And, as many corporations and companies reduce the number of outside firms they work with, these concerns become even more important.

Five local corporate counsel participated in Chicago Lawyer’s roundtable discussion, held late last month. These lawyers spent time working in law firms, but made the switch to in-house during their careers.

They shared their ideas about building stronger relationships, and what outside firms could be doing to improve service. They also talked about what they like, and the skills they must possess to be successful. What follows is a portion of the roundtable discussion.

The participants were:

William A. Von Hoene Jr., pictured above, executive vice president and general counsel at Exelon Corp., has been in-house for six years, and has spent two years in his current position;

D. Cameron Findlay, executive vice president and general counsel at Aon Corp., has been in-house and in his current position since July 2003;

David G. Susler, associate general counsel at National Material, L.P., has been in-house for nine years and has spent 14 months in his current position;

Mary E. Doohan, vice president for legal affairs and group counsel for Morton Salt, has been in-house since 1991, and in her current position since 1997; and

Allyson Bouldon, general counsel for Tegrant Corp., has been in-house for just under 14 years, and in her current position for about a year.

What are the general misconceptions that law firms have about in-house lawyers?

Susler: I think one misconception is they think our work is sort of fluffy. That it’s a nine-to-five fluff job with no real substance, and that we may just be traffic cops, so to speak, which is far from the truth.

Findlay: I think sometimes outside firms think that we do in-house what they do in external firms. And by that I mean that we are looking at legal questions from an intellectual, detailed level when, in fact, what we’re faced with usually are business problems that have a legal component.

And so a lot of times I’ll get advice from law firms that will probably be correct from a sort of intellectual law review perspective, but it’s virtually irrelevant to what I have to do on a day-to-day basis.

Doohan: I also think outside firms think that we function a little more like they do, which is, you get in in the morning, and perhaps you set aside two hours to cogitate how to meet a problem. It’s actually much more rapid-fire than that. Within one hour you might be working on 12 different things. Somebody walked in the door. Someone called you or you picked up the phone and you got scheduled for a meeting. I think your time is much less your own in-house than it is as a partner in a law firm.

Von Hoene: I think there are perceptions among some lawyers that some of the things that we require are not meaningful. For example, the early case assessment kinds of things we do are seen as an annoyance to outside firms. And, occasionally, because of that, they don’t devote the resources to it that we ask. When in fact they are very, very important tools for managing our business and have that element to it that is not always fully appreciated.

Bouldon: In general, it’s also helpful if outside counsel does the initial homework to find out, for example, what our level of expertise is in a given area, because sometimes you will have outside counsel start a dissertation perhaps not knowing that that is an area of expertise that you have; or perhaps to have an understanding that what you’re looking for is a down and dirty — is this something that we can succeed on and or not?

What advice do you have for law firms that want to create a better relationship?

Bouldon: I’m very fortunate in that we have wonderful outside counsel. Some of the things, though, that certain outside counsel can do to distinguish themselves, include delivering the message in a way that is very easy to digest. As Mary already mentioned, we have lot of things going on, and a lot of things competing for our time. I really appreciate it when I get a memo that says, ”Here is your answer, here is the timing, detail follows, but here are your action steps.”

Von Hoene: I think one of the most important things an outside law firm can do is understand our business. Invest the time in understanding it … Oftentimes there’s a misunderstanding or ignorance of the nuances of the business or what goes into the business, how the business prioritizes, how it addresses its problems, what implications a solution of one problem in one way will have for other components of the business.

There is really no substitute for an intimate knowledge of our business in order to be a good legal counsel.

Susler: I agree 100 percent. Practicality is really what I need more often than an academic dissertation.

Findlay: I think outside counsel need to almost put themselves inside the head of the general counsel. If the question comes from an in-house counsel, think about why the in-house counsel is asking that and what their time frame may be, and so forth. Typically, if the in-house counsel is asking a question of a law firm, it’s because they were asked that same question by someone in management, and they need an answer yesterday, basically.

How have you seen your job change from when you first started in-house?

Bouldon: For me the changes have been quite dramatic. I started off in-house as a staff attorney, and am now general counsel. With every level the focus on the business and understanding the business has become more and more important. The actual work in terms of actually doing contract review and in terms of actually managing litigation remains important. But I’m called upon to direct, to lead, to focus, and to tie in all the initiatives of the department to better serve the business and its goals. And that has been a dramatic change.

Q&A: Kelly R. Welsh

Kelly R. Welsh

Age: 55

Family: He is married to Ellen Alberding, president of The Joyce Foundation, and has two daughters, Kate, 18, and Julia, 16.

Education: A 1974 graduate of Harvard College, a 1975 graduate of the University of Sussex, and a 1978 graduate of Harvard Law School.

Professional: Executive vice president and general counsel of Northern Trust for almost eight years. He was with Ameritech Corp. from 1993 to 1999 in such positions as executive vice president and general counsel. He served as corporation counsel for the City of Chicago from 1989 to 1993, and also worked for Mayer Brown from 1979 to 1989.

• Why did you become a lawyer?

It’s probably a mix of a lot of different things. A number of adults I knew — friends of my parents, parents of my friends — were lawyers. I always had an interest in government, politics and law. I debated in high school, and it’s amazing how many ex-debaters become lawyers. Once you do that you’re almost committed to being a lawyer.

• What is the weirdest thing that ever happened to you as a lawyer?

I would say the strangest was when I got a call at the city when I was corporation counsel that the Michigan Avenue bridge was up and stuck and that call came several months after the city had gone through a flood in the underground tunnels, which was strange enough.

But when I got the call about the bridge, having lived through the flood, I first thought it was a joke. But I say the combination of those two events, dealing with the invisible flood in downtown Chicago and the bridge, was a big deal.

The flood happened on what was Opening Day for the White Sox and a number of people were planning to go. One by one it became clear that nobody who was working in City Hall was going. I still have my ticket stub from Opening Day.

• What is the last big deal or case you worked on that you can talk about, and what did it entail?

The two biggest things I’ve worked on here recently — one is a case and one is a more proactive side of what I’ve been doing.

The case involved Enron. Northern Trust was a defendant in an Enron retirement lawsuit. We ended up settling within our insurance limits, and for far less than the plaintiffs’ demands. Our legal efforts focused on demonstrating the limited legal responsibilities of a custodian as opposed to a sponsor of a retirement fund.

The other major thing I’ve been working on is really something that has been a continuous project during the eight years I’ve been at Northern Trust. Northern Trust has been vastly expanding its non-U.S. client base and operations all over the world, and developing its own legal teams and infrastructure in Europe and Asia, which has been interesting and exciting. We just created our first general counsel for the Asia Pacific region this past year.

• If you could have lunch with anyone, living or dead, who would it be and why?

Abraham Lincoln.

He was an extraordinary human being, politician, president, and lawyer. And he clearly had a profound introspective side that would make his description of the decisions he made and why he made them very interesting.

• What advice do you have for new lawyers or those wanting to become lawyers?

I would say work hard and learn as much as you can as early as you can in your career so that you have a great skill set to bring to whatever you do longer-term in your career. And, in thinking about your career, think broadly about what you enjoy doing rather than narrowly. The better lawyer you are the more opportunities you will have.

• What do you like the most and the least about being a lawyer?

In terms of the most, it’s the skill set that you develop to be able to jump into any situation and analyze it, ask questions, and be able to provide either good advice or good leadership in terms of whatever the organization you work with should do about a situation.

What I like least, for some lawyers, and for most lawyers early in their careers, is there’s pressure to narrow the scope of what you think about to more technical legal tasks as opposed to thinking broadly, creatively, and analytically about a wide variety of problems.

• What is your favorite book, television show, or movie about lawyers, and why?

My favorite movie is ”The Godfather,” just because it is such a great movie and Robert Duvall, playing Tom Hagen, has a great lawyer role and performance in that movie. It’s also a good lesson about the role of lawyers, because when Tom Hagen is closely involved with the godfather and all the senior people in his organization things seem to go well. But when Tom Hagen is isolated from the big decisions Michael is making, it’s a symptom of how the family is disintegrating.

I loved ”Hill Street Blues.” The lawyers were somewhat peripheral, but it was a great show.

My favorite book about the law has to be ”One L” by Scott Turow. It is not the greatest work of literature and is certainly not Scott Turow’s best book, but it is about my section in the first year of law school, so I know the people and the anecdotes described in the book.

• If you didn’t become a lawyer, what career would you have chosen?

I’ve always thought and still think that what architects do is incredibly interesting and seems like a lot of fun. But since I can’t draw, more realistically I probably would have done something in social sciences or policy or something like that.

— Interviewed by Olivia Clarke

Firm Life

Latham & Watkins announced that it plans to open three offices in the Middle East in the first quarter of 2008. The new offices will be in Dubai and Abu Dhabi in the United Arab Emirates and Doha, Qatar.

The new partners in Ropes & Gray’s Chicago office: from left to right, Jonathan M. Grandon, James T. Lidbury, and Deborah A. Monson.

Ropes & Gray, the Boston-based firm, has opened a new office in Chicago with three Mayer Brown partners: James T. Lidbury, Jonathan M. Grandon, and Deborah A. Monson, and two partners from the Boston office. The goal for the new office is to build a private-equity practice here. The firm plans to have 100 lawyers in the office within two years.Bell, Boyd & Lloyd has opened an office in San Diego to be the center of its life sciences group.

McGuireWoods announced that it plans to merge with Helms Mulliss & Wicker, a Charlotte, N.C., firm. The merger, which will be effective on March 31, will give the new firm nearly 900 lawyers and offices in 17 cities in the United States, Europe, and Central Asia.

Vedder Price has elected Karen P. Layng chair of the firm’s litigation group.

DLA Piper has formed an alliance with former LaSalle Bank Chairman Norman R. Bobins, who will help lead the expansion of the firm’s presence in the banking and finance industry.

Segal McCambridge has appointed Edward J. McCambridge chair of the toxic tort practice group, Steven Hart chair of the general litigation practice group, and Paul E. Wojcicki chair of the pro bono committee.

Schopf & Weiss selected Kenneth E. Kraus as managing partner, succeeding Bradley P. Nelson, who was managing partner since 2005. Robert J. Palmersheim has been named hiring partner.

Brinks Hofer Gilson & Lione recently hired Lee A. Rendino as the firm’s new chief financial officer.

Levenfeld Pearlstein has named Mark J. Levin as director of business and marketing. Levin was previously a principal at Akina Corp., a consulting and training firm.

Shefsky & Froelich has named shareholder Ira S. Neiman head of the firm’s trust and estates practice group.

Thomas M. Jones, a partner at McDermott Will & Emery has been named the recipient of the 2008 CICA Distinguished Service Award from the Captive Insurance Companies Association.

Hermine Valizadeh, an associate at Brinks Hofer Gilson & Lione, has been elected to the national board of directors of the Iranian American Bar Association.

Mark D. Pearlstein, a partner at Levenfeld Pearlstein, has received the Institute of Real Estate Management Chicago Chapter’s 2008 Leadership Award. And Bryan I. Schwartz, chairman of Levenfeld Pearlstein, has been elected to the board of directors of the Eleanor Foundation, an organization that provides grants to services that support working women in Chicago who earn less than $30,000 per year and receive no public aid.

Sharon R. Barner, a partner at Foley & Lardner and Jeffrey A. Jones, the owner of Jones and Jones, a general practice firm in Chicago and Orland Park, have been elected to the board of trustees of La Rabida Children’s Hospital.

Dixie Lee Peterson, the deputy general counsel at the Illinois Department of Children and Family Services, has been elected president of the Women’s Bar Foundation.

Cook County Associate Judge Reginald H. Baker and Holland & Knight partner and Chicago Bar Association President Victor P. Henderson have received the Cook County State’s Attorney’s annual C.F. Stradford Award, which honors distinguished attorneys and judges in the African-American community.

Tomas M. Thompson, an associate at Locke Lord Bissell & Liddell received the Eamon Shannon Special Education Award, given in recognition of his commitment to pro bono work.

> Partners

Seyfarth Shaw has invited 17 attorneys to partnership, including four in its Chicago office: Joseph R. Lanser, intellectual property and information technologies; Brian M. Stolzenbach, labor and employment; David L. Streck, labor and employment; and Tyler A. VanLonkhuyzen, business services.

Beermann Swerdlove has named three new partners: Katherine A. Grosh, commercial litigation; Katarinna McBride, estate planning, business consulting, and commercial transactions; and Stefania Pialis, commercial litigation.

Pircher, Nichols & Meeks has promoted Pablo L. Petrozzi, real estate, to partner.

Johnson & Bell has named Andrew J. Kovarik, William D. Serritella, and Terry A. Takash as senior shareholders. Garrett L. Boehm, Jr., Timoth R. Couture, David F. Fanning, and Victor J. Pioli have been named shareholders.

> Moves

To DLA Piper: partners Albert E. Fowerbaugh, Jr., litigation; Andrew R. Gifford, litigation; Randall A. Hack, litigation; Matthew S. Klepper, litigation; Ronald M. Lepinskas, litigation; Timothy W. Brink, financial restructuring and bankruptcy; and Forrest B. Lammiman, financial restructuring and bankruptcy; and of counsel Douglass F. Rohrman, environmental; all are from Locke Lord Bissell & Liddell.

To McDermott Will & Emery: the firm’s first pro bono and community service counsel, Latonia Haney Keith, from Sidley Austin.

To Hinshaw & Culbertson: associates Albert L. Chollet III, construction and surety law, from Less, Getz & Lipman, in Memphis; Nabil G. Foster, professional liability defense, from Pugh, Jones, Johnson & Quandt; and Keara K. Roethke (Rockford office), business transactions and commercial litigation, from Levenfeld Pearlstein; and new associate Anne C. Couyoumjian, product-liability and personal-injury defense.

To Duane Morris: partners Richard Ruzich and John Maher, from Epstein Becker & Green; and Robert Gould, from Bell, Boyd & Lloyd; all in intellectual property.

To Pedersen & Houpt: new associates Timothy P. Fitzgerald, corporate and business counseling, and Sandeep S. Sood, real estate and financing.

To Lovells: associate Deanna R. Swits, intellectual property, from Kirkland & Ellis.

To Beermann Swerdlove: partners John D’Arco, family law, from Lake, Toback & D’Arco; and Rima Ports, estate planning, business consulting, and commercial transactions, from Ports Law Group; and new associates Jared B. Pinkus, family law; and Jessica L. Winkler, family law and commercial litigation.

To Katten Muchin Rosenman: partner Peter Zura, intellectual property, from Bell, Boyd & Lloyd.

To Greenberg Traurig: shareholder Daniel Rubinstein, litigation and white-collar criminal defense, from the U.S. Attorney’s Office for the Northern District of Illinois.

To Romanucci & Blandin: associate David J. Vander Ploeg, civil trial matters, from William G. Pintas & Associates.

To Ladden & Allen: associate Todd M. Glassman, family law, from Braun & Edwards.

To Steptoe & Johnson: partner Stanley A. Schlitter, intellectual property, from Jenner & Block.

To Ungaretti & Harris: partner Ethan E. Trull, litigation, from Cardinal Health, Inc., where he served as vice president and associate general counsel; and associates Amy M. Gardner, commercial litigation and intellectual property, from Skadden, Arps, Slate, Meagher & Flom; and Abosede Odunsi, civil litigation, from Swanson, Martin & Bell.

To Salvi, Schostok & Pritchard: new associate Marien Zalduondo, personal injury, medical malpractice, and product liability.

To Miller Canfield: senior counsel Cara M. Houck, civil litigation and life sciences, from McGuireWoods.

To Querrey & Harrow: of counsel Jacob A. Miller, governmental relations, from the Office of the Governor of Illinois, where he was associate general counsel.

To Michael Best & Friedrich partner Marshall J. Schmitt, intellectual property litigation, from Jenner & Block.

To Johnson & Bell: new associates Michael J. Lizzadro, Tatum H. Lytle, Bradley D. Price, Reiko Satoh, James V. Tomaska, Justin H. Volmert, and Timothy B. Young.

To Niro, Scavone, Haller & Niro: partner Lee Grossman, patent and trade secret litigation, from Grossman Law Office.

To Vedder Price: shareholder Danielle Meltzer Cassel, transactional real estate, land use, and public incentives law, from DLA Piper.

To Winston & Strawn: of counsel Thomas L. Kirsch II, litigation, from the U.S. Attorney’s Office in Northern Indiana.

To Barnes & Thornburg: partner Gerald O. Sweeney Jr., litigation and intellectual property, from Howrey.

To Tenney & Bentley: member Sigmund J. Chavis, estate and succession planning, from Shaheen, Novoselsky, Staat, Filipowski & Eccleston; and associate Timothy R. Nelson from The Law Offices of Stephens & Schrauth.

Howard T. Trafman of Meachum & Trafman has transferred from the firm’s Chicago office to its office in Phoenix.

P. Andre Katz and Daniel R. Stefani, both formerly partners at Berger Schatz, announced the launch of their new matrimonial law firm, Katz & Stefani, with offices in Chicago and Bannockburn.

Terry John Malik, a partner at Winston & Strawn, has retired from the firm to become the president of Guerin College Preparatory High School in River Grove.

> Changes

Adeline Geo-Karis, the first woman elected to the Illinois House and Senate, and the first woman to serve in Senate leadership as assistant majority leader, from 1993 to 2003, died Feb. 10, at age 89.

Thomas A. Reynolds Jr., who was managing partner of Winston & Strawn from 1969 to 1989, when the firm grew from 70 lawyers to more than 400, died of complications from Parkinson’s disease on Feb. 14, at age 79.

Marvin J. Glink, a founding partner of Ancel, Glink, died Feb. 7, at age 79.

Elmer W. Johnson, a partner at Jenner & Block , a former managing partner of Kirkland & Ellis, and also the former general counsel of General Motors Corp., died Feb. 19, at age 75, after a long battle with cancer.

Mitchell A. Mars, the chief of the organized crime section of the U.S. attorney’s office, died Feb. 19, of lung cancer, at age 55. Mars led the prosecution of organized crime figures in the recent Family Secrets trial.

John W. Hough, an attorney whose legal career spanned 50 years, died Feb. 5, at age 80.

Charles E. Murphy, a labor relations lawyer who practiced in Chicago for more than 30 years, died Feb. 18, due to cancer-related complications, at age 65.

Counsel’s Table: Sixteen - Everything’s special but the food

By Russell B. Selman
Katten Muchin Rosenman • Restaurant Critic

It all seemed very easy at Sixteen, but Frito’s artificiality was ripping up his very real passion, that is, himself.

You may recall that, when last seen, my friend Frito, a former Chicago bankruptcy lawyer, had accepted offers to become the Midwestern Viagra representative. Now, Frito spends languid afternoons in local mall food courts and introduces himself to teenagers by announcing ”S’ready.” Luckily, Frito’s Latin inflection saves him from being comprehended.

What happened is that Frito engaged in conversation with the couple at the next table. No, more accurately, by talking to me so loudly about them that they thought he was actually talking to them, a conversation feverishly began. So, it turned out, the lady was being feted by her husband for her birthday. Mistaking Frito’s interest in hearing himself talk for romantic interest in her, she asked Frito how old he thought her to be.

Before Frito answered, I began gurgling in delight. Here we were in Sixteen, home of the great-comb-over financier himself, Mr. ”You’re Fired.” Everything is glitzy, fabulous, and new, and even the chandelier looks like it’s constructed of fresh tears collected from debutantes newly introduced to society.

So, getting on with it, and answering with brutality only seen in the Midwest when watching American Idol’s Simon, Frito says ”Pfitty.” She said, ”Pfitty” in confusion (”What’s confetti?”) and Frito, with his mouth broadening into the wolfish grin he uses to inspect his attractiveness in bathroom mirrors, clarified and said, ”Feefty.”

Boy, was that the wrong thing to say! The three-story windows overlooking the Wrigley Building (very nice, by the way!) shook as she echoed, ”Feefty! Feefty! Feefty!”

Frito gave her his best prepubescent, dewy-eyed look and said, without words, that not everyone wins the genetic lottery. (Just then, the waiter showed up with the Donald’s own $12 frizzy water, and Frito, like Ponce de Leon before him, took a swig). When the birthday girl (only 40, you see) vainly tried to get a mulligan out of Frito by saying that he looked like a 25-year-old polo player, Frito opaquely acknowledged that that was true. The dejected birthday girl looked like a scalded cat her celebratory shindig had become an AARP sewing circle.

To no surprise, Frito was maddeningly excited by Sixteen. On a quiet Monday evening, the guests are very South Beach, with thought-free faces. The very personable ladies by the bar have six-inch heels contrasted by Army-mufti slacks, sort of like a sexy movie farce starring Grace Jones commanding the ‘’surge” in Iraq (maybe that’s just my fantasy). The views are great and the outside Chicago skyline is spectacular.

Unlike everything else discussed so far, Sixteen’s food is a bit clunky a sort of not-badness that torpedoes the glamour and strut of the room.

A line-by-line recitation of each course is that all is imaginatively and visually attractive, and none of the food is an embarrassment to the high prices charged. The beef shank is surprisingly wrapped into a cigar-like tube, the ”lasagna” with truffles is creamy, but both lack the zest (and strength) of beautiful cooking. Scallops were cooked just right (as was the red snapper), but the point of my soliloquy is that the memory of the meal just vanished as soon as I finished (and maybe a bit before).

So, the highlight of Sixteen is the breathtaking views and the big deal, ”It’s Prom Night!” furnishings and atmosphere. The food is not lamentable, it’s just not as special as the place. And, if you want to celebrate something, it’s a good place to go, but remember that it’s no shame to ask to be reseated if you find yourself next to Frito in a too-tight T-shirt.

Pleadings:
Sixteen
Trump International Hotel & Tower
401 N. Wabash Ave., 312-588-8000

Court costs:
Appetizers $16 - $28; Entrees $35+

Verdict:
Two Gavels

Info Tech Law: Issues in mergers & acquisitions

By Alan S. Wernick
Wernick & Associates

Buying or selling a business involves a certain amount of risk and planning. Whether you are a business owner looking to groom your business for an eventual sale, or a buyer looking to acquire a business, an understanding of the information technology and intellectual property law risks in the merger or acquisition is critical.

Consider the case of Seller, Inc., a manufacturer of widgets. The owners are planning to sell the company and want to put the company in the best possible valuation position. Since the company’s information technology systems are critical to its business strategy, the owners are concerned about the company’s information technology legal health as it relates to the valuation.

Like most businesses, Seller uses multiple business-critical computer software applications subject to third-party license agreements. Seller has developed a portion of its software in-house, and some of this software includes open source software that integrates with some of the licensed third-party software. And, some of the software development has been done by independent contractors.

Standard due diligence often fails to consider the implications of information technology laws and contracts on the legal health of the business. The intellectual property laws, often intertwined with the information technology law issues, are changing through new legislation and case law developments, and the nuances of these laws have in recent years played decisive roles in the valuation of a business.

One example is the discovery during due diligence that the company’s ”proprietary” business-critical software turns out to contain a material amount of open source code software subject to license agreements that make the company’s ”proprietary” software subject to the open source license agreement.

Another example where the standard due diligence may prove inadequate is the contracting practices of the information technology industry.

Contracts for information technology goods and services of any degree of sophistication are different from most business contracts. The reasons for this include the nature of certain key information technology laws, intellectual property laws, and privacy laws, all of which can be closely intertwined in computer contracts; the technical computer and information industry terms and customs (open source code, source code escrows, SaaS, framing); and the intangible nature of some of the contract deliverables.

Delving slightly deeper than the standard due diligence, consider the following checklist of some issues for the Seller:

Third-party licensing agreement language:

Are there terms that trigger termination or renegotiation of the license if the licensee is sold?

In some transactions, the software licensor is concerned that if the licensee company is sold, then the licensed software could end up in the hands of a competitor to the licensor. The licensor may have included a termination trigger to address this concern.

Are there terms that limit the scope of use of the software in ways that are inconsistent with the buyer’s needs?

Open Source Code: Of the more than 50 different open source code licenses, many contain provisions that state that any derivative works built using the open source code licensed software must be made available under the same terms of the open source code license.

How do you check whether or not the company’s proprietary software contains open source code, and what are the applicable open source code licenses?

There are companies that provide the code analysis to report on the existence of open source code and correlate it with the applicable license, but the results of the report should be reviewed by legal counsel familiar with open source code licensing practices.

If the buyer is concerned about the proprietary status of the software used by the seller, then the presence of open source code in that software may adversely impact the valuation.

Necessary or desirable registrations by the seller to fully protect the intellectual property rights of the company (the copyrights, trademarks, trade secrets, and patents):

Copyrights: Was all the software developed by independent contractors subject to written agreements containing the statutory language for a work made for hire?

Trade secrets: Are all of the company’s non-disclosure agreements signed? Are any of these NDAs about to expire?

There are, of course, numerous other information technology and intellectual property law issues relevant to the due diligence aspects of the company’s valuation and legal health.

In a growing number of companies today, the information technology and intellectual property assets of the company comprise an increasing percentage of the financial status. The bottom line for a company looking to obtain or maintain the highest valuation in the event of a merger or acquisition in a challenging economy is to be mindful and proactive about what a knowledgeable buyer’s due diligence may require.

© 2008 Alan S. Wernick

Climbing the Ladder: Tips from the bottom rung

By Seth E. Darmstadter
Meckler Bulger & Tilson

I do not profess to be a legal expert, nor do I hold a magic formula for making partner at a law firm. I am simply a young attorney, working like you in a competitive legal marketplace, struggling day-to-day to learn our craft in order to gain an edge for my (really, my employer’s) clients.

This series will contain a combination of my own experiences and relevant tips and anecdotes picked up from friends and colleagues. With any luck, hearing about my successes and slip-ups will help others who, like me, endeavor to climb the ladder.

Tip # 1 Don’t cut your own time

I remember the first time a partner gave me a research question that I (unknowingly) completely misunderstood. It was just before 9 a.m. and I dove head-first into the billing black hole that is Westlaw, spending hours searching for the perfect response to the question posed to me.

This time, I wanted to be the hated gunner with all the answers.

I found myself trying desperately, yet unsuccessfully, to satisfy my insatiable appetite for the correct answer. Only after half my day was wasted did I realize that I had gone 180 degrees in the wrong direction.

Properly refocused, I started over, ultimately completing my research memorandum around 2 a.m. I still recall the elation as I typed those final words, filled with the confident fervor of a man with a spot-on answer to the partner’s inquiry. I attached that memo to an e-mail, clicked ‘’send,” and then prepared to head home for a few hours of much-needed sleep.

Thankful that I was earning enough money to afford TiVo (I probably had missed ”American Idol,” or something equally stimulating), I pulled out my billing notebook to record the day’s activities. That’s when I began to deflate.

If I billed the entire 16 hours, then, of course, the partner would question why it took so long to write the memo. He certainly would cut my time and, worse yet, he would know that I was not the associate with all the answers, but instead someone who took 16 hours to complete a 10-hour project. Swallowing hard, I wrote 9.5 hours on my time sheet (I know, show-off) and finally went home.

For me, it became an almost habitual practice. Not misunderstanding my assignments, but cutting hours in order to appear more efficient than was true. Then, one day, a partner who was reviewing my billing called me into his office and asked if I had been cutting my hours. I answered truthfully and explained my rationale.

He quickly instructed me to stop, explaining that I was doing a disservice both to myself and to the firm.

He informed me that partners need to know the actual amount of time that associates spend on assignments, both for the partner’s own growth as a manager, and for the associate’s ongoing training. He also explained the economics of billing and assured me that, at my level, I would not be penalized for having my time cut, because the firm considered this a cost of doing business they could write-off my time, whereas I simply ate it. Following that partner’s advice has served me well.

Therefore, if you find yourself confronted with this issue, I urge you to engage in a similar dialogue I expect that you too will be well-served by the results.

Tip # 2 Always read the local rules

The initial task for my first appellate brief was to file a motion for an extension of time. I flipped through the relevant provisions of the Illinois Appellate Rules, drafted a ‘’standard” two-pager and filed my Motion for 21-Day Extension of Time to File Appellant’s Opening Brief.

My neurosis in full effect, I called the court every day (sometimes twice) to check on the status of my first appellate motion. Finally, the phone-stalking paid off and I learned that the motion had been granted and that the order was forthcoming. Feeling overjoyed (and relieved), I calculated 21 days from the original due date and then e-mailed the partner with both the good news and the new due date.

When the order arrived by mail, my joy was replaced by an intense panic. Somehow, the brief was due in just five days. I barely had completed an outline.

I frantically called the ruling justice’s clerk, who asked whether my motion had requested an extension for a particular number of days, or, alternatively, an extension to a date certain. I told him it was the former and he replied that there was no mistake; I should have read the local rules.

Local Rule 4(D) of the Illinois Court of Appeals for the First District requires that motions for extension of time ”ask for a specific due date … not a certain number of additional days.” The clerk explained that, as a consequence of not complying with that rule, I was stuck with the arbitrary due date selected by the ruling justice.

This lesson, which you just learned for free, cost me four consecutive late nights, one very unpleasant weekend in the office and another 1/16 inch of hairline recession.

Stay tuned, more tips will hit newsstands in August.

3L and the City: Preparing for exams

By Maria Vasos
Chicago-Kent College of Law

Recently, to my excitement and pleasure, the editor of the magazine informed me that I have at least one reader, because a request for this month’s topic for my column was made to him. Apparently, my reader would like some advice on preparing for exams; essentially, my reader would like me to share wisdom on studying that I wish I had known then, when I was beginning law school, but I know now, as I prepare to graduate.

Not wanting to disappoint, here goes nothing — One thing that I did not know is that seemingly there is a 1L trend of going and asking your professors for test-taking help. I did not know this until my second semester, and even then I foolishly only went once to my property professor for assistance, but I probably would have gone to others too, if I had to do it all over again.

It is my understanding that many professors will give you a problem or part of an old exam to do on your own, and then in a follow-up meeting, they will grade your answer that you have written up and tell you how to better hone your work for the exam.

Another added benefit of your getting some face time with your professor, is that when push comes to shove at grading time, and you are borderline between say a B+ and an A-, the professor remembers working with you, knows your understanding of the material, and will give you the benefit of the doubt and bump you up, (above someone who he or she does not know).

Additionally, meeting with your particular professor cannot be substituted with meeting with your T.A. Your teaching assistant is great if you are confused on a point of law or a case’s holding, but your professor is the one that grades the exams. Your professor is the gatekeeper to your A. I cannot stress this enough.

On a related note, some law school libraries have an electronic database of old exams that professors have allowed to be stored and downloaded for studying. Some professors may include sample answers, but most do not. Obviously, the tests with answers are more helpful for studying and the ones without are only useful to get a feel for the test’s formatting and organization. Do not rely only on past exams though, because exams change too.

Anyhow, as far as efficient studying goes, I am of the camp that believes study groups are bad. To me, the cons far outweigh the pros. When students group together, often times you just get people complaining together, getting off task, distracting one another, or, worse, confusing each other, and the whole time in group session is wasted because you’re in no better position than when you started. I suggest studying alone.

If you’ve attended your classes and taken notes, then you have all of the information that you need to adequately prepare. This also avoids all of the mental warfare and head games that go down right before finals when students try to better their position by psyching others out with offhanded comments like: ”I have a 154-page, color-coded outline that is cross-referenced by subtopic,” or, ”I have been outlining for 14 hours a day for the last two months.” People lie to others and to themselves, and even if their comments are true, it does not mean that they will do any better on the exam than you will. So, you need to distance yourself from those additional stressors and stay focused on your own.

Similarly, my last piece of advice is to not make friends with people in your year. Make friends with people older than you, or higher up in law school years. People your year do not know any more than you do about classes, exams, professors, etc. As noted above, people in your year will just psych you out, corral you into joining study groups, and then distract you and waste your precious time. 2Ls and 3Ls are quite possibly the most important resource available to 1Ls. Students who have been in your position already and have made it through can tell you from experience what each professor’s exams are like and how to do well, or avoid doing badly, on them.

Want to know what the best supplement is to your casebook? It’s not Gilbert’s or Legalines. It’s an outline from a person who took the class your professor taught last year and got an A. It has exactly what you need to know, and leaves out everything you do not and it’s free for the most part, except you may need to take the student out for couple of drinks, which is my going rate for an outline.

More experienced students can tell you which professors are easier graders and, conversely, which professors you should avoid at all costs. Last, but not least, 2Ls and 3Ls leave a wake of opportunities in their path that need to be filled by up-and-coming younger students. They can recommend and sometimes even hand-select their successors to clerkships, externships, student organization executive boards, and even associate positions. So, my best advice is to make friends with someone who you would honestly want to follow in their footsteps grade-wise, career-wise, and life-wise, because he or she can give you better guidance than any columnist could ever provide.

Around the water cooler

Each week we will pose these three questions to different lawyers in the legal community.

This week we profile Jeffrey W. Sarles, who has been practicing for 14 years, all at Mayer, Brown LLP. He handles appellate litigation and international arbitration.

Mayer Brown recently won an appeal for its client International Game Technology (IGT), and Jeff argued the case for IGT. In Aristocrat Technologies v. International Game Technology, No. 2007-1419 (Fed. Cir., March 28, 2008), the U.S. Court of Appeals for the Federal Circuit affirmed summary judgment in favor of IGT on patent infringement claims.

Aristocrat’s patent disclosed a means-plus-function claim directed to a novel type of slot machine. Aristocrat claimed that IGT’s slot machines infringed that patent. IGT argued on summary judgment that Aristocrat’s patent was too indefinite to be valid because its specification failed to disclose sufficient structure.

The District Court and now the appeals court accepted the argument that the Aristocrat’s failure to disclose an algorithm that would make its disclosed “microprocessor-based gaming machine with appropriate programming” more than a general-purpose computer was fatal to its claim. Jeff was assisted by IP associates Melissa Anyetei and Andrea Hutchison.

Here are Jeff’s answers to our three weekly questions:

• What do you find the most interesting about your practice?

My practice is half appellate and half international arbitration.

One thing I find interesting about both is the lack of binding precedent in most cases that come our way. Sure we cite plenty of prior decisions in drafting our briefs. But few clients would pay big-firm rates if a slam-dunk precedent could easily resolve the dispute.

In most cases, we are searching for a principle to produce a favorable result for our client based on the facts at hand that also would produce a just result in analogous cases going forward. Both appellate judges and international arbitrators want to know that our view of the law makes sense and won’t lead to anomalies. Helping to develop the law in this collaborative fashion, both in the domestic and international arenas, is inherently interesting.

• What makes a good lawyer?

Ability to master the details while not losing the forest for the trees. Every case rests on its facts, which often have to be coaxed out of busy clients and reluctant witnesses. But a good lawyer must periodically climb above the mass of facts and seek a big-picture perspective. Doing so can produce creative insights that sometimes enable you to overcome apparently insuperable obstacles.

Of course, superior legal analysis counts for little if you can’t communicate it to the decision maker. Judges and arbitrators tend to be too busy to give your work more than a speed-read or quick listen; so good lawyers work hard to ensure that their written and oral advocacy is clear, concise, and effective.

• What is the biggest legal news right now and what is its impact?

The media is full of important legal news, so I’ll respond by highlighting one development that hasn’t received as much attention as it deserves.

Traditionally, investors in foreign countries who were mistreated by host states had no effective recourse outside the host state’s courts. That situation has changed dramatically in the last couple decades. Today, over 2,400 bilateral investment treaties, as well as such multilateral investment treaties as NAFTA and the Energy Charter Treaty, cover the globe. These treaties provide substantive guarantees to foreign investors and authorize them to bring claims against host states before neutral arbiters with the authority to issue binding and enforceable awards.

For example, I’m currently representing Cargill in an arbitration against Mexico on claims that Mexico breached NAFTA by favoring its domestic sugar producers over U.S.-owned fructose producers. Any lawyer representing companies with operations abroad should keep this treaty framework in mind.

Pro Bono: Balancing pro bono needs and wants

By Margaret C. Benson
Chicago Volunteer Legal Services Foundation

Balance. It’s a trendy word, if not a trendy need. These days there is a lot of talk about finding your balance — a balanced diet, a balanced lifestyle, a balanced spirit.

Lawyers talk about the work-life balance, worrying that it’s too often tipped in favor of work.

There are a lot of articles claiming to help attorneys figure out how to generate billable hours while not losing themselves in the process. Work is important, but so is family, exercise, eating right, eight hours of sleep, and, of course, pro bono.

But this article isn’t about that kind of balance.

Lawyers are also familiar with the legal concept of balance. There’s the balance between the rights of an accused against the rights of the victim and the right of society to be safe.

There’s balancing the equities — a concept we first hear about in law school and spend our careers struggling to understand.

But this article isn’t about that kind of balance either.

This article is about the need for balance
in the pro bono world.

The need for balance between the pro bono that attorneys want to do against what legal aid programs need on behalf of their clients. This type of balance is rarely addressed. But it needs to be.

Pro bono is popular these days. There’s no doubt about it. The American Lawyer helped bring it to the foreground of the legal world when it started annually measuring pro bono hours produced by the big firms. Bar associations recommend minimum pro bono hours. Illinois joined a trend when it imposed its pro bono reporting requirement. Pro bono is in and a lot of lawyers want to do it.

But what can they do?

Not every attorney is a litigator. Some non-litigators are willing to go to court, but many choose transactional work because they do not want to go to court, ever.

Other attorneys chose their line of work because they have no affinity or, let’s be honest, ability to work with clients. Some attorneys just aren’t into people.

And what about the pro bono programs? Some handle individual cases, some do impact litigation and others help with transactional matters. The 2005 Illinois Legal Needs Study established that many low-income people need help with housing, family, and consumer issues. It also proved that pro bono is an essential part of the legal services delivery system. But that balance issue rears its ugly head.

Ask pro bono programs and many will tell you that divorce and related family law issues like custody, visitation, child support, and domestic violence overwhelm them. What do a lot of attorneys think about this type of legal work? Ick.

Mortgage foreclosures and related real property cases are inundating the courts and legal aid programs.

Large law firms are conflicted out of these cases because they represent the banks and lending institutions. Even if they don’t, they hope to in the future. The bottom line is they won’t take a case against financial institutions that may, someday, pay them the big bucks.

Solo and small-firm attorneys can’t get involved in complex litigation that lasts years, especially when they have to go up against big firms who paper them to death.

Ask bankruptcy judges about need. Yes, people need help filing simple Chapter 7 cases, but a lot of bankruptcy attorneys will handle those pro bono.

The problem comes when a client files pro se and messes up that simple case and finds himself defending an adversarial complaint filed by a creditor. Solo and small-firm bankruptcy attorneys won’t or can’t take bankruptcy litigation. Big-firm bankruptcy attorneys represent creditors and are conflicted out. So, low-income clients who desperately need an attorney to represent them in pending litigation have nowhere to turn.

In addition to her blindfold, our American symbol of justice holds scales because justice must be balanced. Pro bono must be balanced. Legal aid programs struggle to accommodate the needs of attorneys, law firms, and corporate partners who want to do pro bono but don’t want difficult, time-consuming cases or less than saintly clients.

Legal aid programs don’t talk about this problem in public because they don’t want to look a gift horse in the mouth. But then again, sometimes that old nag is really a Trojan horse - not a gift but a burden.

Attorneys: think about balance the next time you complain because you haven’t gotten a decent pro bono case in some time.

Law firms and corporate law departments: think about balance the next time you look for a discrete pro bono project that won’t
cost your staff too much time. Think about expanding what you are willing to do. Take some cases or clients outside of your comfort zone. Help balance those scales of justice and prevent them from tilting so much toward us instead of our clients.

Next Page »