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After 16 years as the strong, charismatic � and lone � leader of Orrick, Herrington & Sutcliffe, Ralph Baxter Jr. will soon be sharing the chairman’s role of the post-merger Dewey Orrick firm. If the partners at Baxter’s San Francisco firm and New York-based Dewey Ballantine approve a merger, he’ll share the chair with Dewey chief Morton Pierce for a five-year “transitional period.” Co-chairmanship isn’t common at law firms, but some have accepted it as part of a merger. Other firms adamantly avoid it because of the potential for disastrous disagreements and uncertain leadership. Baxter and Pierce say the shared chair is an important component of their deal. “We’re going to be putting two firms together with great histories and that are quite large and far-flung,” Baxter said Wednesday. “At the moment of putting these firms together, no one person can know everything or everyone.” During that transition period, Baxter will also be the new firm’s “presiding partner.” Several consultants said they were unfamiliar with the title. Pierce said it would involve heading up the day-to-day operations of the firm. “Ralph and I will be setting objectives and Ralph will be making sure those are met,” Pierce said. Law-firm management experts say having co-chairmen can be beneficial when there’s a true balance of power. “In some mergers where there really is a merger of equals, it can really help and it can inspire confidence in the partners that things that they like about the firm will remain the same,” said consultant Peter Zeughauser. The numbers aren’t perfectly matched. Orrick is larger than Dewey and growing faster. Orrick reported its 2005 gross revenue at $554 million � a 14.5 percent jump from the year before � while Dewey reported its 2005 gross revenue at $392.5 million, up only 3.2 percent. Orrick has 723 lawyers, Dewey has 502. Baxter, 60, has significantly more experience in the leadership role, with 16 years as chairman, compared with the 58-year-old Pierce’s one year as co-chair and year and a half as sole chairman. Both Baxter and Pierce maintained that there is no inequality in the deal. “This is a merger of equals,” Baxter said, adding that both he and Pierce are strong leaders who will be able to collaborate well together. Still, Baxter said the co-chairmanship is more necessary than ideal. “Co-anything is something you only want to do in exceptional circumstances,” he said. The plan also raised questions about Baxter’s horizons � he has been rumored to have political ambitions, perhaps in his native West Virginia. Baxter was typically vague about long-term ambitions, but said he’s going to see the transition cycle through. “I’m committed to being here for these five years,” he said. Learning to share Some firms, like DLA Piper and Wilmer Cutler Pickering Hale and Dorr have institutionalized the use of a shared chairmanship. DLA Piper’s co-chairmen positions were created in 1999 when Rudnick & Wolfe merged with Piper & Marbury to create Piper Rudnick. When Piper Rudnick combined with DLA and Gray Cary to form DLA Piper Rudnick Gray Cary in 2005, the firm created the positions of co-CEOs. Wilmer Cutler has also maintained co-chairs since Wilmer, Cutler & Pickering and Hale and Dorr merged to form the firm in 2004. But other firms stand strongly behind the idea of a single chairperson. “There are clear benefits of a clear chairman,” said Bingham McCutchen chair Jay Zimmerman. “The authority is clear, the communication is clear, and ultimately the final decision-making is clear.” Though mergers and acquisitions have been frequent for Bingham McCutchen in recent years, Zimmerman said that the firm has never considered co-chairs. In fact, he said, it was never on the table in any of the seven recent combinations that created the firm today. “In co-chair situations, there are a lot of potential pitfalls if communication is not very open and if responsibilities are not clearly defined,” Zimmerman said. “You’ve got the obvious potential for friction, and you may have forum shopping � you know, where if a kid doesn’t like what one parent says, he’ll go to the other parent with the same question.” In the case of the Orrick-Dewey merger, Zimmerman said the sharing arrangement reflects the political realities of the deal. “The first things on the table are always the name and the management structure,” he said. Management and executive committees at both firms initially recommended naming the new firm Dewey Orrick. “It was not just a compromise to get the deal done,” Pierce said. “New York will be our largest office, with 500 lawyers, and it will be our largest presence.” That’s not to say that Orrick is being slighted. Baxter noted that the new firm’s logo prominently incorporates Orrick’s brand. “With the new firm, we want to emphasize New York and at the same time we want to emphasize Orrick � we’ve retained the ‘O’ and the green color.”

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