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Petit & Martin, Limbach & Limbach, and Jackson, Tufts, Cole & Black are three well-known names on the Bay Area’s list of defunct law firms. Yet all three of these partnerships are technically still active — and the firms all have the same address. They’re in the hands of David C. Duncan and Co., a small Larkspur company that has developed a niche business managing law firm wind-downs. From overseeing a firm’s final accounts receivables and tax issues to digging through decades of client records, the company handles a variety of critical tasks that are often overlooked in the chaos of dissolution. And while a dissolving law firm stops offering legal services almost immediately, Duncan and Co.’s assignments can stretch on for years. “No one really gets what the magnitude of the wind-down process is going to be at the outset,” said Vice President Evie Duncan. “It’s more than just moving out of your office space.” With the help of a small staff, Duncan and her husband, David, have assisted moribund firms going through dissolution for nearly a decade. In addition to taking over chores like payroll and accounting, Duncan and Co. has had to do everything from negotiating leases on a firm’s photocopying machines to selling volumes from a law library. It’s not a bad time to be in the law firm wind-down business. According to a partner at Skjerven Morrill, Duncan & Co. has already been retained to handle that firm’s wind-down, though Evie Duncan said that while her company has had discussions with Skjerven, it has not been hired. The company has also had talks with Brobeck, Phleger & Harrison about managing its wind-down, Duncan said. Some law firms choose to handle the wind-down process themselves, using a skeleton crew of their own staff, as Bronson, Bronson & McKinnon did when it closed its doors in 1999. But the experience and all-in-one service of an outside firm like Duncan and Co. have won many converts in the legal world. “It’s a no-brainer. If you’re going to dissolve, you need to hire people who have done it before to assist you,” said Jonathan Polland, a former partner of Landels, Ripley & Diamond, which brought in Duncan and Co. when it shut down in 2000. The most significant job when a firm closes involves client records. Initially, there’s a rush to transfer active files to the attorneys’ new firms. But the real work begins once the dust has settled, and the firm takes stock of the records that have accumulated over the years. Most law firms don’t purge their records very often, if at all, said Duncan. As a result, a dissolving firm leaves behind a morass of files. It’s not unusual for a Duncan and Co. client to have 30,000 boxes of records, sometimes dating as far back as 50 years, stored at various warehouses. Disposing of these records is not as simple as firing up the paper shredder. Since the records belong to the clients, a disbanding law firm must contact each client and find out whether the client wants the records destroyed, returned or forwarded to a new law firm. The job of contacting every single client (many of which have gone out of business, been acquired or changed their name) and carrying out their requests can take years. Jay Margulies, a former partner at Petit & Martin, said the process “took a few years longer” than expected. When Petit & Martin closed in 1995, the firm asked Evie Duncan to manage the wind-down. Duncan was a natural choice, as she had worked at Petit & Martin as personnel director for six years before leaving to join her husband’s accounting firm. When Jackson, Tufts called it quits three years later, it hired Duncan and Co. based on its work with Petit & Martin. “That’s when we began to realize that maybe there was something here,” said Duncan. Today, the company has eight full-time staffers. While it still does tax and financial planning for a variety of businesses, Duncan and Co. has built up a healthy business administering law firm dissolutions. Duncan won’t say what the company charges, noting that its hourly rates vary according to the tasks. In some cases, the total cost of its wind-down services can be hundreds of thousands of dollars, she said. Even after a firm’s client records have been disposed of, Duncan and Co. continues to administer the firm’s business. Partnerships often remain active more than a decade after a firm has shut its doors in order to maintain malpractice insurance coverage. If malpractice suits have been filed against the firm, Duncan and Co. provides the appropriate records to the firm’s counsel, in addition to writing the checks to pay the attorneys fees. And as long as the partnerships are active, the firms must file tax returns. In essence, said Duncan, the company takes over a good deal of the operations that happened every day when the firm was alive. “We sort of become the entity –afterwards, and for however long into the future it takes.”

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