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An hour-plus drive west of New York City, Morristown, N.J., is the home of the first telegraph machine and served as one of General George Washington’s headquarters during the Revolutionary War. The town’s Web site touts the area’s Norman Rockwell “lifestyle,” although the local newspaper reported recently that a town council member had been charged with aggravated assault after punching a bar manager. The area around Morristown, population 18,544, is also home to a law firm doing billion-dollar corporate acquisition deals. Pitney Hardin is among New Jersey’s largest firms, with 179 lawyers in several practice areas, including labor and litigation. Lawyers at the 104-year-old corporate firm traditionally have been New Jersey counsel for some big companies such as Exxon Mobil Corp. Now its transactions group is getting attention for the big-league size of two 2005 deals. Pitney Hardin retailer client Linens ‘n Things Inc. is on the verge of a sale to a private equity firm for $1.3 billion. Additionally, a banking client, Hudson United Bancorp, was sold in late January for $1.9 billion. In the late 1990s, Pitney Hardin’s transactions practice was determined to compete for a share of the big-deals business, said Warren J. Casey, head of the 23-member group and partner since 1982. The strategy was to convince existing and prospective clients to give the firm a chance. He made this promise: “To be a better service provider and more responsive than anybody around.” To Casey, “around” also means around-the-clock service. “Their issues are your issues. You are not just giving them legal advice; you are giving them practical advice. You are giving them strategic advice,” he said. Those consultations could come at any time of day or night. “When you get a phone call on a Sunday night, it’s not out of the ordinary.” The idea was that Pitney corporate lawyers in effect would become part of management, working on issues and helping identify and solve problems early. Being knowledgeable is something clients expect, he said. “But when you know them really well, you are going to provide them much better service. It’s sort of an old-fashioned way of doing it, but it really works.”
TOP DEALMAKERS OF 2005
Advisers on U.S. announced mergers and acquisitions, based on rank value.
Rank Adviser Value ($ millions) Number of deals
1 Simpson Thacher & Bartlett 308,808 116
2 Wachtell, Lipton, Rosen & Katz 258,942 64
3 Shearman & Sterling 247,387 97
4 Skadden, Arps, Slate, Meagher & Flom 247,092 145
5 Weil, Gotschal & Manges 227,864 131
6 Sullivan & Cromwell 192,744 98
7 Cleary Gottlieb Steen & Hamilton 188,965 57
8 Davis Polk & Wardwell 184,985 61
9 Jones Day 173,342 266
10 Dewey Ballantine 166,073 87
Source: Thomson Financial

With such an approach, the firm became outside corporate counsel for Massachusetts-based clothing retailer The Talbots Inc. and JA Apparel Corp., a New York company that owns Joseph Abboud and other clothing lines, Casey said. It also worked with Linens ‘n Things, he said. Pitney Hardin won a competition to be the New Jersey-based retailer’s outside corporate counsel after the company went public in 1996. CEO and Chairman Norman Axelrod said he had intended to hire a New York law firm that would have “more resources and better resources.” But after hearing Casey’s pitch, Linens ‘n Things managers convinced Axelrod to change his mind and hire the local firm. “I was surprised because I’m not a very compromising person,” Axelrod said. When hiring lawyers or investment bankers, he said, “the individual is much more important than any company name”-or firm name. Linens ‘n Things has worked with the same investment banker for years, even following him as he changed firms, Axelrod said. ‘Call Warren, not me’ Similarly, “Warren and I have built a phenomenal relationship,” he said, noting that he has frequent after-hours talks with Casey-once at 3 a.m. That closeness involves more than just business. Axelrod has told his two teenage sons, one of whom is in college, that if they get in trouble to “call Warren, not me.” He throws an annual Christmas party for top company insiders only, but includes Casey and his wife. Casey encourages corporate clients to call whenever they have an idea or want to talk. Executives within a company discuss business with each other on weekends and at night, so why shouldn’t they also talk to their lawyers, he said. “I don’t think I am the most brilliant lawyer that ever came down the pike, but I think I am one of the more responsive ones,” he said. The “really good,” in-demand lawyers often are the ones who pick up their own phone or return calls quickly. “That’s something we push really, really hard.” This responsiveness is a personal philosophy, Casey said. “Lawyers shouldn’t feel like they are the high and mighty. They should be part of somebody’s team.” A Pitney Hardin banking client feels that way about partner Ronald H. Janis. James Nall, chief financial officer of Hudson United Bancorp, describes Janis as a “highly valued member of our team.” When the Securities and Exchange Commission changed certain disclosure requirements for corporate board members and executives, Janis put together a training program not just for the top executives and board, but also for the entire management team, including the people in operations, Nall said. “These are folks who don’t do [corporate] forms,” Nall said, but Janis thought it was important. His attitude was, “This isn’t something you ignore and let the pencil-pushers take care of,” Nall said. The firm began representing Hudson United-the client with its other billion-dollar-plus deal-in the early 1980s. “We just paid a lot of attention to them,” Janis said. The New Jersey-based banking company grew in a series of buyouts, he said. “We did all their acquisitions regardless of where they were-New York, Connecticut, Pennsylvania and Colorado.” What distinguishes Pitney lawyers is their accessibility, Nall said. “They are very hands-on.” At one point last summer, while the Hudson merger was still in early discussions, Janis abandoned a Cape Cod vacation to rent a car and drive to Portland, Maine, for due-diligence meetings with Hudson United’s acquirer, TD Banknorth Inc. “I can call him any day of the week, any time of day,” Nall said of Janis. A money-center bank executive would expect that type of service. “We’re not a money-center bank,” Nall said. “To get that type of special service is rare.” Casey concedes that as a consequence of this approach he has missed some vacations. Still, he insists that being on call 24 hours a day doesn’t preclude having a life away from work. He and his wife have six children and he competes in triathlons. “You work it out,” he said. “I like what I do very much. My personal life is usually invigorated by that.” ‘New York attitude’ Being on call 24 hours a day doesn’t make billing more complex, Casey said. And not every client call is billed, he said. “It all works out. Every time they want to bounce an idea off you, they don’t want to know that you are writing that time down.” Fees are part of the firm’s strategy, however. One way Pitney Hardin competes against the significantly larger New York firms is by charging lower hourly rates, said Janis, who runs the firm’s branch office in Times Square. The firm declined to disclose its rates but said they were “significantly lower.” Billing rates notwithstanding, the firm tries to use its New York office to its advantage. It gives Pitney Hardin a New York address for clients who think that only New York lawyers can do big M&A, and emphasizes its New Jersey home base for people who think otherwise, he said. “When you’re in New York, it’s like that New Yorkermagazine cover: You think everything else is really backwater,” Janis said. “When you are from New Jersey, you realize the rest of the world is just as sophisticated as the people in New York.” Big-city people “might look at us as less sophisticated,” he said. “But we have lots of clients who resent the New York attitude-which we can identify with.” The fact remains that resistance to hiring a non-New York firm is a common obstacle to pitching a big company for corporate and M&A work. “I think you always have that disadvantage among people who have the mindset that you need a larger firm,” Casey said. “We just try to get our foot in the door and say, ‘Give us a try and let us show you what we can do.’ “ Success sometimes means losing a client to an acquisition, but that’s part of the normal evolution of M&A work, Casey said. Clients “will grow and get more valuable and be acquired by someone else who doesn’t need your services,” he said. Axelrod at Linens ‘n Things said he didn’t know whether his company will continue to use Pitney Hardin once the pending sale closes sometime in the first quarter. Nall at Hudson United was equally unsure, while noting that he would like to maintain a relationship with the firm. Losing clients makes bringing in new business all the more important, Casey said. He expects the corporate practice group to grow, but in a limited way. “Our group is pretty cohesive. We all try to do it the same way,” he said. “I’m not sure everyone always appreciates our approach. I’m pretty intense and the people around me are a lot easier going, which works well for all of us.”

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