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It was a beautiful wedding. When Houston’s Bracewell & Patterson called a press conference at the Waldorf-Astoria Hotel two years ago to introduce its new partner, Rudolph Giuliani, the firm’s lawyers beamed. Their trophy mate was a real catch, someone who would bring instant name recognition for Bracewell’s fledgling New York office. Like a good traditional bride, the firm changed its name to Bracewell & Giuliani. The hard-nosed New York politician and the savvy Texas firm cast their relationship in terms that might make a Hallmark card writer blush. Their union, they said, was ignited by a burning passion for the law. “I wanted to practice law,” said Giuliani, 63, during an interview in late February. “I really enjoyed it. It’s who I am.” Or, as Patrick Oxford, Bracewell’s managing partner, said in 2005: “It was really his love of the law that really drove our conversations.” It’s entirely possible, of course, that at an age when many lawyers ease into retirement, Giuliani felt an unquenchable desire to plunge back into motions to dismiss and conflicts checks. It’s also an unavoidable fact that politicians have to create the right story. Giuliani is a presidential candidate whose campaign story masks some rough edges in his personal and professional life. The Bracewell chapter of this candidate’s tale likewise has some awkward angles. Giuliani, the quintessential New Yorker, could walk into practically any major law office in Manhattan and shake hands with a partner he’s known for years. Yet he chose a 332-lawyer Texas firm where he had known no one longer than a few months and that was barely visible in New York. Is it possible that political considerations were a factor in Giuliani’s choice? No, insist Giuliani and Oxford. “That would be a silly way to run for president,” says Giuliani. “You don’t join a law firm to run for president.” Adds Oxford: “We never discussed that one single time.” They might not have had to. Oxford is close to President George W. Bush and Karl Rove and has been a top fund-raiser for Bush’s presidential campaigns. And during the past 35 years, Oxford has been a behind-the-scenes force in Texas politics. If Giuliani’s arrangement with Bracewell has nothing to do with politics, then he is benefiting from some extremely lucky coincidences. Oxford is now serving as Giuliani’s campaign chairman, and in the first three months of the year, Giuliani has received more money from Texas — $2.2 million — than any other Republican or Democratic candidate. The list of Texas donors includes former Bush supporter and billionaire T. Boone Pickens Jr. (who has helped raise $500,000, according to The Wall Street Journal), Texas Rangers owner Tom Hicks, and Richard Kinder, the chairman and chief executive officer of Bracewell client Kinder Morgan Inc. (Interestingly, though, only one member in the D.C. office of his own firm gave him money in the first quarter. See “ Giuliani Reaches Back to the Reagan Years.”) But politics can test the best of unions. In recent months the political spotlight trained on Bracewell has become increasingly uncomfortable for Giuliani, the firm, and its clients. Recent articles have scrutinized the firm’s work for energy companies such as Venezuela-owned Citgo Petroleum Corp., forcing Giuliani to explain his firm’s connections to Venezuelan President Hugo Chavez. The firm has also had to defend its work for companies accused of fighting environmental regulation. In addition, Bracewell has had to concern itself with Federal Election Commission rules that would penalize Giuliani and the firm if his compensation is considered a campaign contribution. Shortly before this article went to press, Oxford disclosed that Giuliani would soon be “stepping back” from Bracewell. “As he becomes more involved in his campaign, public appearances on behalf of the firm can be misunderstood,” Oxford said. He added that although Giuliani’s status as a partner would not change, he would reduce his appearances for the firm and would be less involved in Bracewell’s New York strategy. This move was prompted in part, said Oxford, by an effort to spare the firm and its clients more campaign scrutiny, or, as Oxford calls the attention, “cavity searches.” After a little more than two years, the strain of this marriage is showing. Will love of the law be enough to hold it together? THE GIULIANI TOUCH Back in February, Giuliani was all over Manhattan. A close-up of his face hung from hundreds of sidewalk newsstands, filling the cover of New York magazine. The headline wondered: “Him? What America Sees in Rudy. The Weirdness of the Giuliani Juggernaut.” The article, which examined how Giuliani woos voters outside New York by running on the memory of Sept. 11, did not mention Bracewell & Giuliani. Inside Bracewell’s Times Square office, a few touches set the firm apart. A closed-circuit security camera watched the reception area. A room next to reception served as a memorial to Sept. 11; it included flags, a picture of Ground Zero, and a photo of the Statue of Liberty emblazoned with the words “God Bless America.” In the hallway outside Giuliani’s office, two security guards squeezed their large bodies into a small booth. Giuliani sat in a wing chair by the door. Leadership, his 2002 autobiography and inspirational management guide, was positioned next to him on a small table. His tie was dotted with little R’s, and he had pinned an American flag to the lapel of his blue-and-gray pinstriped suit. One of the firm’s public relations specialists sat to the side. As Giuliani answered questions about his role at the firm, he smiled almost continuously. “My last five to six months in office [as mayor], I thought, �What to do next?’ ” he recalled. “ I had been through prostate cancer, and I was healthy. I wanted to practice law. I wanted to take the principles I used to turn around New York and consult with businesses that needed that kind of help. . . . All of this was in motion, then Sept. 11 happened.” With that tragedy taking precedence, Giuliani said he “turned over” the planning of his postmayoral career to a friend, Roy Bailey. Bailey is not a lawyer and previously ran a large insurance agency in Texas. He helped Giuliani set up a small conglomerate of businesses: Giuliani Partners LLC, and its two units, Giuliani Security and Safety LLC and Giuliani Capital Advisors. A Giuliani Partners spokeswoman said Bailey, who is managing director of Giuliani Partners, was too busy to be interviewed for this article. Two years later, in the summer of 2004, Giuliani gave Bailey a new assignment. “I had told Roy . . . that I wanted to see if I could get into the law practice,” Giuliani said. That September, during the Republican National Convention in New York, Bailey had dinner with some Republican businessmen and met Oxford for the first time. The two men shared interests in Texas and politics. Bailey, a former head cheerleader at Southern Methodist University, had been finance chairman of the Republican Party of Texas. Bailey asked Oxford to have coffee the next day, when he broached the idea of Giuliani joining Bracewell. Giuliani and Oxford had numerous meetings “to make sure the cultures matched,” said Giuliani during the interview, adding that he didn’t talk to many other law firms. Before he left office he had discussions with one firm in depth, and another firm was contacted by others on his behalf, he said. (He declined to identify them.) Oxford informed Bracewell’s seven-person management committee about the talks, but the partnership wasn’t told for roughly two months, until the two sides outlined some terms. In March 2005, Bracewell unveiled its new star. “We share values,” Oxford announced at the time. It was an unusual deal. The firm agreed to pay Giuliani Partners $10 million up front for the services of the former mayor and two lawyer friends he would bring from Giuliani Partners, Michael Hess and Daniel Connolly, who had worked for the mayor in city government. Despite that hefty payment, the three would continue to split their time with Giuliani Partners. Before Giuliani became immersed in campaigning, he typically spent only Mondays and Fridays at Bracewell, allowing him to meet his other obligations. “I think I work two to three normal schedules,” he noted during the interview. Bracewell also took out a $25 million loan to open the office. Not everyone saw a natural alliance. Some Bracewell partners were shocked “to the point of disbelief,” says former partner Joseph Ford, who is now at DLA Piper. Bracewell sat a rung below elite Houston firms such as Vinson & Elkins and Baker Botts. “People were surprised that a firm like Bracewell & Patterson could attract someone of that stature,” says Ford. Another former partner adds, “We all asked, what’s in it for him? . . . People raised questions, but it was sub rosa. It was not popular to discuss around the water cooler.” In the end, the former partner says, the vote to bring in Giuliani and change the firm’s name was close to unanimous: “The prevailing winds were so clear.” The financial disclosure form that Giuliani filed with the FEC in May shows a highly unusual and lucrative arrangement with Bracewell. The firm guarantees the candidate a base pay of $1 million a year, and in 2006 he received $1.2 million. Most surprisingly, Giuliani also gets 7.5 percent of the revenues of Bracewell’s New York office. The firm claimed that it had not yet computed that amount for last year as of the date of the filing, so Giuliani did not report his share of the New York revenue. With roughly 40 lawyers in New York and firmwide revenue per lawyer of $605,000 (which is likely low for the New York office), the New York office likely had revenues of at least $27 million. Giuliani’s slice of that amount would be $2 million. (The filing also showed that Giuliani had made a loan to New York partner Kenneth Caruso in the range of $250,000 to $500,000. Oxford said he did not know the reason for that loan; Caruso did not return a call.) Still, despite this generous compensation, it was clear from the start that Giuliani would have a limited role. “My understanding was that he was lending his name and 10 to 15 hours a month to this,” says one former partner. Ford adds that most partners assumed that Giuliani would have even less time for the firm in coming years: “Everybody assumed that he would run for president sooner or later.” RISING PROFILE Sitting in a conference room in Bracewell’s Houston headquarters, the 64-year-old Oxford was pleasant and personable. In a smooth baritone voice, he described how the addition of Giuliani has enhanced the firm’s “world-class value propositions.” He checked off the ways in which Giuliani has contributed: His reputation for leadership and integrity has raised the firm’s profile; his great relationships in the New York business community have given the firm the right entrees; and his presence has created the excitement to attract top talent. And, in theory at least, Giuliani has been available to do legal work. “We had hopes that with Rudy’s great legal abilities, there would be circumstances where we would use them,” said Oxford. The managing partner avoided specifics but reported that Giuliani has worked on three or four projects and has “provided a lot of great judgment” on other matters. “The actual time he’s spent on files I hesitate to estimate,” said Oxford. So did Giuliani. “I don’t count billable time,” he said. “That’s part of the arrangement.” Most important for Oxford, Giuliani has enhanced Bracewell’s “overall patina.” Raising Bracewell’s profile has been a goal of Oxford’s. When he was elected managing partner in 2001, Oxford set a more ambitious agenda than that of his predecessor, Kelly Frels, who heads the firm’s school district practice. Oxford is a competitor — he displays a picture in his office showing him crossing the finish line of the New York City Marathon in 1983. As managing partner, he aimed to shrink the gap between Bracewell and firms such as Vinson & Elkins. “He wanted to out-V&E V&E,” remarks one former partner. At one summer retreat, an associate performed a skit that gently ribbed Oxford’s penchant for grand plans. The line “We’re in the big leagues now” got a knowing laugh. Oxford joined Bracewell & Patterson in 1967, when the firm had 13 lawyers, out of the University of Texas School of Law. But Oxford’s main outside passion has been politics. In 1970, when he was just three years out of law school, he worked on his first campaign, George H.W. Bush’s unsuccessful run for U.S. senator from Texas. In 1978, Oxford took a leave from Bracewell to be deputy campaign manager for the late John Tower in his re-election run for U.S. senator from Texas. “I was probably getting a little restless in practice,” Oxford explained. Over the years, Oxford has aligned himself with a series of successful Republican candidates in Texas, including the state’s two current U.S. senators. He has played significant roles in all of Sen. Kay Bailey Hutchison’s three campaigns for that office and was Texas co-chairman of her last campaign, in 2006; he has been treasurer of Sen. John Cornyn’s fund-raising committee since 2003. (Cornyn has raised $5.6 million since then.) One Republican insider says Oxford’s success in politics is partly due to his engaging personality. “Pat’s just a good guy,” he says. “He works hard at maintaining friendships, and he’s very good at it.” While working for Hutchison, who had been a law school classmate, Oxford got to know the senator’s chief strategist, Karl Rove. “Karl and I became fast friends,” said Oxford. “I love Rove, I honestly do. He’s one of the finest, most insightful gentlemen I’ve ever known.” Oxford and Rove continued to work together on other campaigns, including those of George W. Bush. Oxford met Bush in the 1970s through common friends, and has worked on all of Bush’s elections since, including his two runs for Texas governor and his two presidential campaigns. Oxford helped raise $100,000 for Bush in 2000, which qualified him as a Bush “Pioneer.” But his efforts for his fellow Texan went beyond fund-raising. During Bush’s two presidential elections, Oxford organized a volunteer effort that he named the Mighty Texas Strike Force. “That was my brainchild,” said Oxford about the 1,500 volunteers who were dispatched from Texas to battleground states. In November 2004, Oxford described one of the group’s principles to Newsweek: “We move to the sound of guns.” During the 2000 election, Oxford joined the extensive network of Republican lawyers who set up camp in Florida during the vote recount. “I ran Broward County,” said Oxford. “Some people would say the recount came down to what happened in Broward. It was quite a thrilling experience.” Broward County, which includes Fort Lauderdale, was one of three counties where Democrats focused their recount efforts, and — because it was the most Democratic of the three — it offered arguably their best chance to pick up enough votes to tip the state to Al Gore. In the end, the tallying failed to put enough votes in Gore’s column. Michael Madigan, a partner at Akin Gump Strauss Hauer & Feld who also worked on the recount for Bush, calls Oxford “probably the most valuable strategist down there,” and notes that Oxford was frequently in contact with Bush, who stayed in Texas. Madigan credits Oxford with the idea of bringing famous Republicans, like former Sen. Robert Dole, into the vote-counting room as “celebrity observers.” In 2004, when Ohio was the key battleground state, Oxford’s strike force came under scrutiny when one member was accused of voter intimidation in Ohio. This incident was related in a report by Democratic members of the House Judiciary Committee entitled “What Went Wrong in Ohio” and was reported in Robert Kennedy Jr.’s June 2006 article in Rolling Stone, “Was the 2004 Election Stolen?” Oxford insists that the strike force was never instructed to intimidate voters. “When I read the report in Rolling Stone, that was all fiction to me,” said Oxford. “That was all bullshit to me.” The Mighty Texas Strike Force will not regroup for the next presidential campaign, according to Oxford. When Bush was running, Texas was solidly behind him, and Texas volunteers needed an outlet for their activities. This time, he said, Texas volunteers will be needed in Texas. “The strike force was an aberration of the Bush years,” he said. Bracewell has also come to the defense of one of the most controversial Republicans in recent years. Beginning in 2000, the firm defended former Republican House Majority Leader Tom DeLay (Texas) against various ethics charges. (It is not currently representing DeLay in a criminal money laundering case brought by the Travis County, Texas, district attorney.) As of 2004, DeLay’s legal defense fund had paid Bracewell more than $800,000 and owed the firm between $100,000 and $250,000. (The fund did not have to file public reports after DeLay left Congress.) Giuliani is not the first Republican politician that Oxford has lured to Bracewell. Texas’ current attorney general, Greg Abbott, joined Bracewell in 2001 after stepping down from the state supreme court. He spent 17 months at the firm while running for attorney general, and Oxford served as co-chairman of his campaign. The biggest political catch before Giuliani was former Montana Gov. Marc Racicot, whom Oxford helped bring to the firm’s Washington, D.C., office in 2001. While at Bracewell, Racicot served as chairman of the Republican National Committee (from 2002 to 2003) and was chairman of the Bush-Cheney 2004 election committee. (Racicot left the firm in 2005 and is now the president of the American Insurance Association.) Like many firms, Bracewell has a political action committee, which donated $412,323 in the 2004 and 2006 political cycles to Republicans and Democrats, according to Opensecrets.org, a nonpartisan database run by the Center for Responsive Politics. Since 2004, the firm’s PAC has given about 60 percent of its money to the GOP. Oxford and his wife have donated more than $90,000 to Republican candidates and committees since 1993. Thirty-eight individuals at Bracewell have contributed $60,000 to Giuliani, with Oxford giving $5,000. Oxford supervises fund-raising for Giuliani but says he’s not really active in soliciting money. In the first quarter of this year, Giuliani raised $16.6 million nationwide, second to Mitt Romney among Republicans. Notably, several wealthy Texans in Giuliani’s camp — such as Pickens, Kinder, and Hicks — have been longtime donors to Oxford’s political allies, Sens. Hutchison and Cornyn. Oxford dismissed the notion that Bracewell’s political connections could help Giuliani. “It’s sort of a compliment that people think our firm has that type of clout,” he said. He also downplayed his own political influence: “I am a medium-sized political functionary.” INCREASED SCRUTINY The money contributed by Bracewell lawyers and employees to Giuliani’s campaign pales next to the compensation the candidate is getting from the firm. Bracewell has recently sought legal advice on whether the comfortable financial arrangement Giuliani enjoys at Bracewell is in compliance with federal election law. If a partner spends most of his time campaigning, his compensation could be considered an illegal contribution. “No employer can pay someone to run for office,” says former Federal Election Commission Chairman Michael Toner, who is now a partner at Bryan Cave. The same analysis applies to compensation paid to anyone at the firm working on the campaign, such as Oxford. In April, Oxford said the firm was consulting with a couple of law firms on how the FEC might view these issues, but he said he was confident that Bracewell was in compliance with the law. He added that the firm has not reduced his compensation or Giuliani’s because of their campaign activities. Toner, who has not been consulted by Bracewell, says the commission examines whether a firm is paying fair market value for the partner’s activities for the firm. Toner notes that the FEC considered this issue in 2002 when James Talent ran for U.S. senator from Missouri while he was a partner at Arent Fox. The FEC’s general counsel concluded that Talent’s compensation was appropriate because he had attracted clients and provided legal services and because his pay was comparable to that of similarly qualified lawyers. In addition to campaign finance issues, Bracewell has also had to worry about which client might be hauled out next for political inspection. Like most Houston firms, Bracewell represents a lot of oil and energy companies, which can be easy targets for opponents. Among the firm’s clients are Royal Dutch Shell PLC, Kinder Morgan (a successor to some of Enron Corp.’s operations), Valero Energy Corp., the National Petrochemical and Refiners Association, and the Gas Processors Association. In early May the firm came under fire as a foe of environmental groups in a New York Times front-page article. “We believe we’ve been part of this country’s success in making sensible environmental policy,” Oxford told The American Lawyer, noting that the firm also represents alternative energy providers. “The best results happen when all sides are represented professionally and capably.” The poster child for disgraced clients, Enron, was not long ago Bracewell’s biggest client, and Bracewell partner Carrin Patman is married to Enron former general counsel James Derrick Jr. The firm had to give back $5 million in preference payments after the company went bankrupt. Oxford doesn’t apologize for the connection. “We had a great relationship with Enron until 2001,” he said. “I joke that we’re the only certified clean law firm in the whole thing. We came through with flying colors.” (Unlike Vinson & Elkins and Kirkland & Ellis, Bracewell was never sued over its work for Enron; the firm is also not mentioned in the extensive reports by Enron’s bankruptcy examiner and the board’s special committee.) In March, Giuliani and Bracewell had to defend the firm’s Texas lobbying for Citgo, a U.S. subsidiary of Venezuela’s state-owned oil company. Giuliani’s campaign quickly distanced its candidate from that country’s anti-American president, Hugo Chavez, saying that Giuliani did not work on this lobbying and that Chavez was “no friend of the United States.” Since then, Oxford has said that the firm and Citgo have been winding up the relationship, but he insisted that this has nothing to do with politics. Instead, the Venezuelan government had been nationalizing companies represented by Bracewell, creating a conflict with continued representation of Citgo. “It’s not because of Rudy, but plain old conflicts,” Oxford said. LAW FIRM CONFIDENTIAL In Giuliani’s two years at Bracewell, his main contribution has been to serve as a living, breathing icon. “He’s done a wonderful job for me at some client dinners,” says management committee partner Mark Evans. He notes that when Bracewell hired corporate partner Mark Palmer from Linklaters, Giuliani agreed to meet with the lateral’s top five clients in the first 48 hours. The former mayor can also be a hiring magnet, Evans adds: “When you’re recruiting fourth- or fifth-year associates, it’s helpful for them to be able to see him.” When it comes to Giuliani’s actual workload, the firm at times seems confused about what its name partner is doing. In September 2006, Bracewell prepared a press release for its role representing Spanish bank Banco Santander Central Hispano S.A. in a $651 million purchase of a majority stake in Drive Financial Services, a subprime auto lender. The firm cited Giuliani first in the list of Bracewell lawyers who worked on the deal. One lawyer representing Drive Financial was surprised to hear of Giuliani’s role. “If he was involved in the transaction, that’s news to me,” says James Skochdopole of Dallas’ Bell Nunnally & Martin. “I didn’t see or hear of him at all.” Oxford called the press release a “mistake,” clarifying that Giuliani was not involved in that deal to his knowledge. Instead, he said, Giuliani played a role in another project for Banco Santander, helping to ease some regulatory concerns arising from its acquisition of a stake in U.S. bank Sovereign Bancorp Inc. Connolly and Hess — whose services were part of the $10 million payment from Bracewell to Giuliani Partners — continue to split their time with that business. Hess, 66, initially served as managing partner of the New York office but now does little for Bracewell. A former New York corporation counsel (the city’s top lawyer), he was not made available for an interview. Connolly, 43, took over as office managing partner in 2006, although he had never worked at a law firm before. He notes that when he served as special counsel to the New York City Corporation Counsel’s Office, he had management duties over an 800-lawyer office. At Bracewell, he spends most of his time on management. In the past, Giuliani’s attempt to juggle a law firm partnership with a political campaign has created problems for his partners. In 1989 he stepped down after six years as U.S. attorney for the Southern District of New York and prepared for his first (and unsuccessful) run for mayor of New York. At the same time, Giuliani joined White & Case as a partner. “It didn’t work out,” says James Hurlock, who was then managing partner of White & Case and is now retired. Hurlock calls the hiring a mistake and says that Giuliani didn’t contribute enough, adding, “He was busy running for public office.” Giuliani discusses his time at White & Case in Leadership, in a chapter called “Surround Yourself With Great People.” He didn’t fit in at the firm, he writes, because it lacked that “sense of adventure” he craved. In 1990 Giuliani joined Anderson Kill & Olick. Giuliani reminisces fondly about that time in Leadership and describes a series of interesting cases he handled. But according to Wayne Barrett’s book Rudy! An Investigative Biography of Rudy Giuliani, Giuliani spent the bulk of his time at Anderson Kill on his second run for mayor. In 1992 he billed 177 hours, the lowest of any partner in the firm, according to Barrett. In early 1993, Giuliani’s name was placed on a list of partners who should be asked to leave, and he departed soon after. Today, all seems forgiven. “We were honored to have him be our colleague and wish him the best,” says Jeffrey Glatzer, the firm’s president and chief executive officer. Asked about the problems Barrett cited, Glatzer responds, “I don’t have any real comment on that at all. . . . Whatever is in the public record is there.” Several lawyers who have known Giuliani for decades treat his tenure at Bracewell as a topic they dare not, or care not to, broach. John Gross, a partner at Proskauer Rose, is treasurer for Giuliani’s campaign. He’s known Giuliani since they were federal prosecutors together, and they were both partners at Anderson Kill. Asked if Giuliani considered coming to Proskauer before choosing Bracewell, Gross scoffs, “To do what? He’s got two other businesses!” Gross sounds uninterested in why his longtime friend joined the Texas firm: “I have no idea whatsoever.” When queried on how Bracewell is doing in New York, he responds: “I know nothing about it whatsoever, other than they have a nice reception area and a conference room. I haven’t a clue.” Gibson, Dunn & Crutcher partner Randy Mastro, who was deputy mayor under Giuliani, says, “I’m helping him in any way he needs me.” But Mastro has not discussed Bracewell with him: “I have not really talked to him about his business affairs or law practice.” As Giuliani continues his run for president, it’s likely that most of the talk will likewise be focused elsewhere. But, politics being politics, Giuliani is finding that his Bracewell connection is creating some awkwardness. Earlier this year, however, Giuliani sounded completely unconcerned. “There’s not a single negative in it,” he said in February about his tenure at Bracewell. “If I do not win, I would like to stay here for the rest of my life.” Love will find a way.
Susan Beck is senior writer for The American Lawyer , an ALM publication. She can be contacted at [email protected].

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