(John Disney/Daily Report)
The Atlanta office of public finance boutique Peck Shaffer & Williams has joined Butler Snow, based in Jackson, Miss. Jerry Peterson, David Williams and Blake Sharpton, who is in Macon, joined Butler Snow as partners on Feb. 1. Ashton Bligh joined as an associate.
Another Peck Shaffer partner, Rene Adema Moore, joined Butler Snow’s Denver office.
Peck Shaffer’s acquisition by Cincinnati firm Dinsmore & Shohl, effective March 1, prompted the move, said Peterson, who started Peck Shaffer’s Atlanta office in 1999.
Peterson said Dinsmore had been trying to acquire Peck Shaffer, also based in Cincinnati, for 30 years. Founded in 1889, it was one of the oldest bond counsel firms in the country.
“We in Atlanta did not have any interest in Dinsmore because of where their footprint is,” Peterson said. “It wasn’t where we do business.”
A general practice firm with about 500 lawyers, Dinsmore has offices in Ohio, Kentucky, West Virginia, Pennsylvania and Washington, D.C. It gained 35 Peck Shaffer lawyers from the bond boutique’s offices in Ohio, Kentucky, Chicago and Denver.
Meanwhile, Butler Snow, which has about 275 lawyers in 17 offices, had been making overtures to the Peck Shaffer lawyers in Atlanta for the last three years, Peterson said. The firm has a “significant bond practice based in Mississippi,” he said, with additional offices in Louisiana, Alabama, Tennessee, New York and London.
“We knew a lot of their lawyers and had worked with them on a number of transactions,” Peterson said. “When it became apparent that there was perhaps serious interest [at Peck Shaffer] in going to Dinsmore, we called our friends at Butler Snow.”
One lawyer from Peck Shaffer’s Atlanta office, former Atlanta City Attorney Susan Pease Langford, elected to join Gonzalez Saggio & Harlan instead of Butler Snow.
Butler Snow’s large bond and tax-exempt finance practices were a draw, Peterson said. Public finance law has gotten more complex, he said, broadening over the last 10 to 15 years into economic development deals that hinge on tax-exempt financing. “Bond lawyers got involved because typically [the deals] involved local bond-issuing authorities to make it work.”
Butler Snow “clearly has a commitment to developing a national bond practice. They see it as a growth area,” Peterson said, adding that not all large firms do.
“The bond business is a fixed-fee business,” he explained. “It does not lend itself to a firm that is highly leveraged with lots of associates and few partners. You don’t need all those associates for bond law.”
Peterson and his Atlanta colleagues serve as either bond or underwriter’s counsel for bond offerings for nonprofits such as hospitals and universities, which are tax-exempt 501c3s.
These offerings typically have four counsel: bond counsel, issuers’ counsel, borrowers’ counsel and underwriters’ counsel.
The bond counsel is an independent counsel who renders an opinion on an offering that is relied on by its purchaser, and underwriters’ counsel advises the broker-dealers that buy bonds and resell them to the public, Peterson said.
Sharpton has a different practice, representing governmental borrowers such as school systems, cities and counties, primarily in Georgia.
Peterson said he has served as bond counsel for all of Kennesaw State University’s debt offerings via the Cobb Development Authority and on transactions for the Health and Education board of Shelby County in Memphis. He was bond counsel for Presbyterian Homes of Georgia, a continuing care retirement home in Austell, and for the 2006 expansion to the Lenbrook Square retirement community. (The Residential Care Facilities for the Elderly Authority of Fulton County issued the bond.)
Peterson said the work for underwriters tends to be more national. He is advising a charter school transaction in Phoenix and Williams is underwriters counsel on a bond deal for Northern Illinois University.
“We follow the underwriters around,” Peterson said.
Butler Snow chairman Don Clark, himself a municipal bond lawyer, said bond law is an important area for the firm, which has almost 40 lawyers in its public finance and tax credit practice. Along with the Peck Shaffer lawyers, the firm has just added four public finance lawyers to its Denver office from Denver-based Sherman & Howard.
Butler Snow already had two lawyers in Atlanta. Leslie Murray, a bond lawyer, joined from Powell Goldstein (now Bryan Cave) about five years ago, and Tim Perry, who has an international transactional practice, joined in July 2012 from Miller & Martin.
Clark said the Jackson firm had been conservative about growth until 2005, when it began to pursue an aggressive expansion plan that has continued through the recession—for instance, adding 37 lawyers from Miller & Martin to its Nashville office in 2012.
The firm also increased its use of flat rates and other alternatives to hourly fees. “We knew clients would want that during the recession as they demanded certainty in their legal budget,” Clark said.
A public finance practice fits hand in glove with that strategy, he said. “Alternative fees to me, as an old bond lawyer, are nothing new. It’s how we always quoted fees—usually as a fixed fee for doing a particular project.”
Butler Snow’s move toward fixed fees in areas such as litigation and business deals “emanates from our experience doing that in the bond arena,” Clark said, adding that 40 percent of Butler Snow’s revenue this year is expected to be from non-hourly fees.
The firm does not track origination credits or focus on billable hours, he said, to promote a team-oriented culture. “That has probably been the biggest cause of the growth—lawyers realizing they can practice in a collegial, non-internally competitive environment.”
Cultivating a bond practice is not for every firm, Clark said, because bond deals can take months or even years to close. “And you don’t get paid until they close.”
“It’s not a practice that anybody can get into and expect to be profitable quickly,” he said. “You’ve got to be in it for the long term.”
Clark predicted further consolidation among firms with public finance practices. “I hope we are going to be one of them,” he said. “It’s a great practice area and we’re excited about it.”
Stefanie Box has joined Holland & Knight as a partner from Georgia-Pacific, where she was senior division counsel for the consumer products division. She is a member of the public companies and securities team, which is part of the corporate transactional practice.
Sherry Culves has left Macon firm Jones, Cork & Miller to become a partner at Nelson Mullins Riley & Scarborough. Culves practices education law, employment law and general litigation. She has represented a variety of Georgia school districts.
Chad Shultz has joined Gordon & Rees as a partner from Ford & Harrison. Shultz practices employment law.