In the days that followed the joint announcement by Wolf Block and Akerman Senterfitt that their merger talks hit a snag over a conflict, sources have pointed to deeper issues affecting the drawn-out discussions.
The general sentiment in the community was that while the deal was still on, it was on life-support.
Sources questioned how a conflict would appear — and be so problematic — this late in the game, and instead pointed to financial issues as the cause for the holdup.
One source aware of the merger discussions said the combination would be a good thing for both firms but said Wolf Block leadership is unwilling to work out certain tax and pension concerns.
There is concern among some of Wolf Block’s partnership over having to pay a significant amount in taxes upon merging with a corporation, the source said. There is also concern over having to make up for Wolf Block’s unfunded pension liabilities. Both of the issues could cause partners to “take a real financial hit,” the source said, adding that a loan could solve those problems, but firm leadership seems unwilling to go that route.
According to the source, the failure of the merger talks between Wolf Block and Cozen O’Connor and between Wolf Block and another Philadelphia firm were the result of Wolf Block Chairman Mark Alderman’s attempts to secure a top spot among the leadership of the combined firms for himself and other executive committee members.
The uniform sentiment, this source said, was that partners are concerned about whether the Akerman Senterfitt deal would be good for them and the firm, or just for Alderman.
But another source knowledgeable about the merger discussions cast the situation in a different light. The source said there wasn’t a concern that Alderman was not looking out for the best interest of the firm. Any sticking points in the negotiations were over Alderman trying to ensure that Wolf Block leadership had a say in the combined firm.
“From everything I’ve seen, Mark is staying true to his word that the firm is not for sale and making sure every step of the way that it is” something good for the firm and its attorneys, the source said.
Another person familiar with these types of deals said it wouldn’t be uncommon in a deal like this for the leader of one firm to hope to have a similar role in the combined entity.
Alderman declined to comment for this article.
A former partner of Akerman Senterfitt who left recently didn’t buy the “conflict issue” as the potential deal-breaker. Having met Alderman, he also doubts that Alderman’s ego has anything to do with it. Rather, he believes the unfunded pension — and the loans Wolf Block partners will have to take as a result — are the likely culprit, noting that partners have not voted on the merger yet, just board members.
If the partners would have to take out loans to fund the pension after the merger, they would likely have to commit to staying at the new, merged firm for at least three years to pay off the note.
“It puts golden handcuffs on people,” he said, noting that the same thing happened with the merger talks between Coudert and Baker & McKenzie. He also noted that other law firm mergers have fallen apart “at the altar,” including the proposed Carlton Fields/Womble Carlyle merger of five years ago.
The source who pointed to the tax and pension problems said the party line on the conflict issue was that Wolf Block’s Roseland, N.J., office represents several doctors and medical institutions and Akerman Senterfitt represents several insurers. The source said an issue like that would have been clear much earlier on in the game.
There is a sense among some attorneys in Wolf Block that a failure of leadership has taken place, according to one source. While the executive leadership is on board, the source understood there to have been a partnership meeting at Wolf Block to gain support for the merger, but it was adjourned after it was clear a consensus would not be reached. That meeting was within the past month.
A Miami partner at another large firm said Akerman Senterfitt is jumping on the expansion bandwagon too late. Akerman Senterfitt for years insisted on remaining a Florida firm and was reluctant to expand outside of Florida while other Florida firms like Greenberg Traurig and Holland & Knight expanded nationally and internationally.
“You have to be either a large firm or a small plaintiffs boutique firm,” the lawyer said. “The train has left the station for them.”
Andrew Smulian is the chairman of Akerman Senterfitt. The firm has said through a spokeswoman that it won’t comment on rumors or information by unnamed sources.
Alderman has often been quoted as questioning the future of the 300-lawyer firm and has made no secret of his firm’s interest in doing a large-scale merger. He has repeatedly said, however, that Wolf Block would only combine with a firm of equal or smaller size. He said he considered Akerman Senterfitt, at 470 attorneys, of equal size.
The Legal Intelligencer and The National Law Journal collaborated on this report.
