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Frank “Rusty” Conner III had been a partner at Alston & Bird’s Atlanta office for about a year when he packed up with his wife, eight months pregnant with their first child, to move north to start the firm’s D.C. outpost in 1990. Conner, only 33 years old at the time, was joining just one other lawyer. It was a challenging assignment for even a seasoned lawyer. “I think I was fairly naive, and that’s why I decided to do it,” says Conner. That was more than 13 years ago. The office has grown to 65 lawyers and, over the past five years, increased annual revenue from $6.7 million to $33.1 million, according to Conner. It has undergone a transformation � making key hires such as former Senate Majority Leader Bob Dole early last year and former Medicare chief Thomas Scully in December � to elbow into the Washington market. “I don’t know how many people outside the South know much about Alston & Bird,” says Dole, special counsel in the D.C. office. “But they’re beginning to hear about them.” And until very recently, Alston & Bird wasn’t doing the kind of regulatory and legislative work that are signatures of a Washington practice. Instead, the office’s focus was solidly financial � with strong financial institutions and financial services practices. “It was a very small commitment to Washington at the time,” he says. Alston & Bird has 675 lawyers firmwide but only five offices, most of which are recent additions and all of which are on the East Coast. In 1997, the firm acquired intellectual property boutique Bell, Seltzer, Park & Gibson in North Carolina, giving it offices in Charlotte and the Research Triangle. In 2001, it entered the New York market by merging with Walter, Conston, Alexander & Green. The century-old firm’s stronghold has traditionally been in the Southeast. While it boasts a number of clients with roots in the South � including United Parcel Service, Delta Air Lines, and the Wachovia Corp. � it also does work for Verizon Wireless, Bertelsmann AG, the Boeing Co., and other major corporations based elsewhere. Alston & Bird has been a top-revenue generator � placing No. 53 on The American Lawyer list of the 100 highest-grossing firms in 2002, bringing in $314.5 million in revenue firmwide, with average profits per equity partner of nearly $700,000. In 1998, the firm was ranked No. 76 on the list for its 1997 revenue of $130.5 million and with profits per partner of $500,000. Despite its growth as a national player, Alston & Bird has fought a perception that it is just a regional firm, says firmwide managing partner Ben Johnson III. And throughout most of the 1990s, the small Washington presence wasn’t helping change this perception much. The office grew slowly � adding one or two lawyers a year. Change came when the firm’s leadership settled on a strategy to expand in the Northeast and counter its reputation as a regional firm. Soon, head count in the D.C. office shot up. In 1997, a three-lawyer tax group from Cole, Corette & Abrutyn came on board. They were joined by lateral partners and associates from Ropes & Gray; Shaw Pittman; and Arent Fox Kintner Plotkin & Kahn. Many of these lawyers brought new disciplines to the office, including tax, international trade, regulatory, and legislative practices. “The firm was obviously planning ahead,” says partner Henry Birnkrant, one of the tax lawyers from Cole, Corette & Abrutyn. “We were fitting a niche they had already created.” The D.C. office also began to draw on top talent with government experience. In 1996, Thomas Schendt joined the firm from the Internal Revenue Service’s Office of Chief Counsel. In 1999, the firm hired Thomas Boyd, a former assistant attorney general for the Department of Justice’s Office of Legislative Affairs. “I knew immediately that this was where I wanted to be,” says Boyd, who joined the firm after the boutique he was with dissolved. “I felt very comfortable with a very enlightened firm with Southern roots.” In 2002, Alston & Bird poached six international trade lawyers from Kirkland & Ellis. And in 2003 alone, joining the office were Dole; Scully, former administrator of the Centers for Medicare and Medicaid Services; Colin Roskey, counsel and health policy adviser to the Senate Finance Committee; Ralph Boyd Jr., former assistant attorney general for the Civil Rights Division of the Department of Justice; Robert Driscoll, Boyd’s deputy at Justice; and Dennis Garris, former chief of the Securities and Exchange Commission’s Office of Mergers and Acquisitions. The office grew by 40 percent between 2002 and 2003. Now, with 65 lawyers, 27 of whom are partners, the office is still relatively small, coming in at No. 70 in the 2003 Legal Times ranking of the city’s 100 largest law offices. But there is a “certain level of excitement and enthusiasm that doesn’t exist everywhere,” says Conner. ‘A CERTAIN GENTILITY OF MANNER’ How was the small branch office able to lure top lawyers? Thomas Boyd is among the many partners and associates who say they were taken with the firm’s culture � laid-back and friendly, yet hard-working and driven. “You don’t find many places like this,” he says. “It has a certain gentility of manner that used to be present in the practice of law.” And Conner stresses that the office isn’t out to hire every top lawyer or lobbyist on the market, just the ones who fit. “We have never had a real focus on numbers,” Conner says. “It’s far more important for us to hire people that fit strategically and culturally. We feel good to be able to attract really talented people, not just visible people.” Kelly McNamara Corley, general counsel of Discover Financial Services, says the firm’s lobbyists have been effective because of this combination. Led by partner Thomas Boyd, they have lobbied for Discover on bankruptcy and credit card issues. “There are a lot of firms in Washington that are well-connected, and there are a lot of firms that have substance, but it’s hard to find one that has both,” Corley says. Alston & Bird’s D.C. partners point out that their office is self-sustaining. While it remains connected to Atlanta, New York, and North Carolina, the partners in Washington don’t rely on rainmakers from Atlanta to supply them with work. “My clients don’t even think of us as an Atlanta firm,” says Birnkrant, the tax lawyer. Indeed, the D.C. office has its own list of national clients, including Discover Financial Services, American Express Financial Advisers, ING U.S. Financial Services, the Bank One Corp., and Honda America. Even Conner keeps a healthy book of business and is involved in the $6 billion merger between Regions Financial Corp. and Union Planters Corp., announced in late January. In 1997, he, office co-founder John Douglas, and partner David Brown handled the First Union Corp.’s $16.6 million acquisition of the CoreStates Financial Corp., the largest bank takeover at the time. More recently, a number of the D.C. lawyers were involved in Atlanta partner R. Neal Batson’s Enron Corp. bankruptcy examination, which netted the firm nearly $100 million in fees in less than two years. And while the size of the D.C. office may belie its sophistication, some recent high-profile hires say the firm’s close-knit atmosphere was a big part of its draw. Former Medicare chief Scully has been friends with Conner, Alston & Bird’s D.C. managing partner, since their law school days at the University of Virginia. Conner says he and Scully, who played a key role in last year’s historic Medicare legislation, talked about Scully’s job hunt while watching their daughters’ lacrosse games. When Scully started to get serious about finding a new employer, Conner offered him a job as a health care lobbyist, even though the office did not have a real health care practice. Scully says he weighed offers from Baker, Donelson, Bearman, Caldwell & Berkowitz; Ropes & Gray; and a few private investment firms. In the end, Conner’s offer to help build a new practice group at Alston & Bird seemed the most attractive. “I decided to go with the people I knew,” says Scully. “They didn’t have a lot to build on, but the good thing is, there’s a lot to build.” Former Justice Department civil rights chief Ralph Boyd Jr., who joined the D.C. office last August, says the opportunity to build a practice was also a major reason he chose Alston & Bird. The office’s litigation practice was almost nonexistent until Boyd’s arrival with his deputy from Justice. “It just seemed like the resources, the commitment, and the strategy were in place to have it be successful,” Boyd says. “The firm already had the architectural plans. What they needed were builders.” But Boyd was also impressed with the atmosphere and the quality of the people in the office. “I’ve had a decent range of experiences in institutions, and I was really taken with the culture at Alston & Bird. I had a sense that this was a place where there was a real commitment to teamwork,” he says. And “I just plain old liked them.” Boyd says he knew he was making the right choice when he got an enthusiastic thumbs-up from him wife, who tries to stay impartial about his career moves. Both Dole and Scully say the firm offered them a relaxed culture and the flexibility to keep other personal and professional commitments. Scully, a senior counsel at Alston & Bird, works two days a week at Welsh, Carson, Anderson & Stowe, a New York investment firm. Dole says an office in the firm’s space in Charlotte is helpful when he’s in North Carolina with his wife, Elizabeth Dole, the state’s junior senator. “They have that visibility and credibility factor that doesn’t require that they be here 24/7,” says Conner. But other Alston & Bird lawyers say the firm’s concessions to Dole and Scully aren’t unusual. Margaret Sheehan joined the office in 1996 as an associate and a single mother and the first lawyer in the office � and the entire firm � with an investment products practice, representing investment firms and banks. But Sheehan was able to grow that practice, and she made partner in just two years. “I don’t know if I could have done it somewhere else,” Sheehan says. “It’s not that their standards are lower, it’s that they’re more flexible about how you meet them.” PIZZA AND BEER The firm’s attention to quality of life hasn’t gone unnoticed. In January, Alston & Bird snagged the No. 2 spot in Fortune magazine’s annual ranking of the 100 best companies to work for, one of only three law firms on the list. Sixth-year associate Lesley Hanchrow remembers an outing she went on with the D.C. office as a summer associate seven years ago. It wasn’t dinner at a four-star restaurant. In fact, it was greasy pizza and dollar beer, but Hanchrow took an offer to work at the tiny D.C. office over the Atlanta office after her graduation from Georgetown University Law Center. “People don’t take themselves too seriously,” she says. And in a day when associates are increasingly leaving their law firms, rejecting billable hours and partnership, Alston & Bird’s D.C. associates say that while they are expected to work just as hard as their counterparts, they feel respected. The firm let health care associate Jennifer Butler move to the Washington office � which didn’t have a health care practice at the time � just a year after she started in Atlanta in 2000. “A lot of firms would have just discarded me,” she says. Firmwide managing partner Johnson says Alston & Bird tries hard to keep its talented associates. “People don’t know whether I’m answering their e-mail from somewhere in Atlanta or somewhere in Washington,” he says. “So what’s the big deal? We ought to be smart enough to be able to accommodate.” Charles Garrison, a D.C. legal recruiter at Garrison & Sisson, says the firm is able to offer lawyers the sophistication of a national firm without a cutthroat atmosphere. “For really a two- to three-city firm, it has sophisticated national practices,” says Garrison, who has worked for the firm for several years. “It operates as if it were really a Wall Street-level firm.” But Conner and Johnson caution they are not trying to build a Wall Street firm. In fact, the firm is defying conventional wisdom by not opening new offices in the United States or abroad. “We have clients who don’t really care where we are, who don’t really care if we’re in Phoenix or Munich or Portland,” Johnson says. “There’s no use trying to plant the flag in outposts that are probably perfectly well-lawyered.” Johnson says he is content to concentrate firm assets on New York and Washington, locations that are likely to generate profits. And while there are no concrete expansion goals, Conner says Alston & Bird will be the lead tenant, with space for 140 lawyers, in the Atlantic Building at 10th and F streets, N.W., when it’s completed in 2006. “We want to be a presence in Washington,” says Thomas Boyd. “We want to be a recognized and respected law firm in this city.”

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