Legal Times sat down with Cooley CEO Joe Conroy, Ryan Naftulin, the partner-in-charge of Cooley's Washington office and Dow Lohnes managing partner John Byrnes to talk about the merger—from the culture of the two firms to where Cooley sees itself in the Washington legal market. Byrnes assesses how Dow Lohnes struggled to compete and offers his thoughts on how the two firms will blend.
“We thought, if you're going to take 55 or 60 of us, we want to fit into their culture,” Byrnes said. “We thought, we can really continue to practice law the way we like to. The cultural issues clicked pretty quickly.”
Legal Times: Where does Cooley see itself fitting in D.C. now and years down the road?
Joe Conroy: I think it's sort of less relevant to us as to how we fit into the current D.C. legal market. What's more relevant is how we develop a Cooley presence in Washington, which is very different than a lot of the great law firms that are here. We haven't gone to geography to be someone other than ourselves. We are not going to come to Washington and pick up a bunch of disassociated regulatory practices that aren't consistent with our mission and aren't feeding into our other core practices.
Prioritizing a regulatory practice and growing a base of regulatory practices has been on our strategic agenda front and center for five to six years. In terms of growing a regulatory practice, number one has to be FCC. We have a broad spectrum tech client base. In tech, you have a bunch of companies that have one fundamental issue: they are going from that [points to computer] to this [points to cell phone]. They are trying to figure out their corporate strategies. It's not just clients that are in regulated spaces, it’s clients that are trying to stay out of regulated spaces.
Our hypothesis for this sort of transaction is not only do you combine with a firm that has been here almost 100 years and is really inside the beltway firm, but you transform us as a firm. We go from less of a Silicon Valley interloper and more of an inside Washington player. We pick up practices that are immediately deployable across our whole spectrum of clients. This is perfectly consistent of becoming somebody in the major markets of the United States and this is in the top two of those you have to conquer if you want to be an elite global law firm, which we aspire to be.
LT: Do you see any hurdles for trying to integrate 54 lawyers? Is there a cultural difference between the firms?
Conroy: We are a really ambitions lot, but we are also very conservative. One of the things we are most conservative about is culture. I don't have in my bag of tricks any ability to do a transaction or a series of transactions that while it would make us all a lot of money would be perceived by the partners as diluting the culture. When I first got the call from one of John's partners I knew this person. Not only did I know how great they are as lawyers, but also how they treated each other. Culturally, it's a perfect fit. The one thing I will say in terms of challenges is that they have mostly lived in a one-office firm. We are an enterprise that is not defined by our offices. We are defined by our practice groups and practitioners not our offices.
Ryan Naftulin: The integration has the work piece and the life piece. D.C. issues make themselves obvious firmwide. Everybody knows that if you have an FCC problem, you should probably check in with the Washington office. Getting business opportunities proliferated into the D.C. office from both the legacy Cooley team and the Dow Lohnes team is easy. I'm 100 percent comfortable that we are very alike. To me one of the most important attributes was not only how well we got along but how important the culture was to John and his team. I think we come from a very similar set of principles and beliefs in how we would like life to be. Then it's a matter of introducing people to each other and spending time together.
John Byrnes: We are a smaller firm and we prized being independent. The marketplace has changed and being able to serve your clients in an effective way needed a deeper and broader platform of substantive expertise. Our clientele is national and international and the geographic footprint made a big difference.
We went through an evolutionary process. A lot of our partners, and the key partners who stuck together, have worked together for 30 plus years. We concluded early on that we would be stronger as a group rather than separately. We had looked for something smaller, to be perfectly honest, in terms of merger vehicles. What we found pretty quickly was that we had become unique. As we went through the process, we got ourselves acclimated to being part of a national firm. It became very clear, very quickly, having talked to a number of other firms that a lot of people talked about a one firm model, but it rang true with Cooley. (Byrnes declined to disclose the other firms with which Dow Lohnes engaged in merger talks.)
We thought, if you're going to take 55 or 60 of us, we want to fit into their culture. We thought we can really continue to practice law the way we like to. The cultural issues clicked pretty quickly. Our goal, and I said this in the first meeting with Joe, is that we didn’t want to be a silo, we wanted to be an integral part of a place that was going to grow and we could contribute.
What are the compensation and structural changes that will result from this?
Conroy: It would be lunacy for us to do something this significant without getting the perspective of their firm in the management process. Early on, I said to John, "I assume you're going to go on our compensation committee and on our management committee." It happens that we have a vacancy on our compensation committee and by charter, I didn't want to have to amend my partnership agreement to create a seat for John on management. I have 8 people on my management committee and thirteen people show up to meetings with the general counsel and the partners and the CMO and the CFO. We are a consensus-driven firm. We don't vote, we have never voted about anything since I've been at the firm. John will be sitting at the table and representing his partners in this conversation about how we jointly manage this entity.
Byrnes: From our perspective, that was not an issue at all. As big as Cooley is, and small as we were, we operate by consensus too. We don't take votes. We get things around to where people agree on it. We were comforted and flattered to be at the table and have our voice and be able to articulate our perspective. The formalities of it were not important to us.
How did Dow Lohnes come to be in the position to merge?
Byrnes: We have been talking for a couple of years, probably longer, but certainly in earnest the last couple of years of merging. I don't pretend to know the reason, whether it was the recession in 2008, but we have seen a discernible trend where we were finding that a smaller firm like ours was having a more difficult time competing. We might be there for a regulatory matter, but we were losing out in lots of other significant areas, whether it was corporate or litigation. And we were worried about maintaining our ability to be a first-class regulatory firm. We concluded that we needed to be part of a bigger platform.
We could have been a specialized boutique, but it really wasn't who we were and not what we thought was attractive. The alternative was to match up with somebody else who had the skills that we were lacking and the heft. That is why Cooley was a perfect choice for us because really its client base was complimentary and its substantive skills are first-rate and complimented us perfectly. We saw a strategic opportunity and we decided that what we had done for all these years was great, but the world was changing and we had to change with it.
Photo by The National Law Journal's Diego M. Radzinschi.