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After months of speculation and negotiations with several Philadelphia firms, Mesirov Gelman Jaffe Cramer & Jamieson has ended the suspense and agreed to become part of Schnader Harrison Segal & Lewis in what both firms are billing as the largest-ever merger of two firms based Philadelphia. More than 40 Mesirov lawyers — out of about 60 — will join the soon-to-be 325-attorney firm which will continue to be known as Schnader Harrison Segal & Lewis. A letter of intent between the two firms was signed Wednesday and it is expected that the combination will be effective as of May 31, subject to the resolution of any potential conflicts of interest. The move will bring an end to the Mesirov name after 41 years of practice. Most important to Mesirov chairman Richard Jaffe was the ability to take all but four of the firm’s 31 remaining partners to Schnader, though he admitted a few members of that group will start with non-equity status. “As I’ve said before, we wanted to go somewhere where we could make an impact,” Jaffe said. “And we can make a strong impact at Schnader with the people we have going with us.” Jaffe, though, admitted to having mixed emotions about the deal. He was pleased that he was able to take as many people as he did to Schnader, but sad to see the firm lose its name. The firm unveiled a new strategic plan in early 1999 that focused on six core practice areas and mid-market clients. For various reasons, several top partners, such as Carl Primavera, Howard Grossman, Robert Grossman, Kevin Carey, Edward DeMarco and Steve King all left the firm since that time and suitable replacements were hard to come by. Jaffe said those departures really spelled the end for the firm. “We tried to maintain what we had, but we were going up against a tidal wave,” Jaffe said. “We tried to stay independent as long as we could, but it started to affect our ability to compete for clients in beauty contests because we couldn’t offer the depth that larger firms could. “If we hadn’t lost all those people, maybe we could have continued for a bit longer, but I think we would have eventually gone the transaction route. I’m just happy we didn’t go the route of so many other firms that dispersed instead of going largely as a group.” Jaffe said Mesirov and Schnader compressed what normally takes several months into three weeks of negotiations, swapping concession requests feverishly until the two sides reached a deal that pleased them both. Mesirov’s lease in the Mellon Bank Center at 1735 Market St., which does not expire until 2005, was expected to cause some negotiating problems with any potential merger partner, but both firms said they were able to work out a deal with their conveniently mutual landlord. Schnader and Mesirov currently have offices one block apart from each other in Center City — Schnader is located at 1600 Market St. (with a lease that expires in 2003). The newly combined firm will maintain offices in both locations for an interim period, with some lawyers moving offices based on practice groups and departments. The firm will hold on to two of the 3 1/2 floors at the Mellon Bank Center, with the landlord agreeing to take the remaining space off its hands. “The ultimate goal in the long term is to have all of us practicing in the same building,” Schnader chairman Ralph Wellington said. “I guess in the meantime, I’ll be walking across the street a lot.” There was no significant overlap in satellite offices, as Mesirov’s one-attorney Cherry Hill, N.J. site will fold into Schnader’s. Wellington said the two firms first held discussions in early spring as Mesirov was shopping itself around to several larger downtown Philadelphia firms: Blank Rome Comisky & McCauley, Wolf Block Schorr & Solis-Cohen, Pepper Hamilton and Cozen & O’Connor. Wellington said he waited out the Mesirov management because he felt confident it would ultimately decide that Schnader was the best fit. “I think in the beginning, they were looking for a firm that was already really strong on the transactional side,” Wellington said. “But we always thought we were the best match for them because of our make up. We have always been seen as a firm where our litigation department was ahead of the transactional side, and they are were seen as just the opposite. I think it took all those talks with those other firms to realize how nice a fit this was.” In March, Schnader lost five key transactional lawyers — four to Cozen — that included leaders such as John Cunningham and Edward Baxter. Three of those attorneys had a heavy tax emphasis to their practices so Wellington said the addition of Mesirov’s five-attorney tax and estates group will be especially helpful. Mesirov is split into six practice areas: corporate finance, litigation, labor, tax/estates, real estate and financial services. Eight of the nine corporate finance partners will be making the move, with Steven Ostrow the only one name not on the list. It is this department that is seen as the gem, as it includes Jaffe and his securities practice, Robert Krauss’ national mergers and acquisitions practice, former top SEC attorney Albert Dandridge and partners Marc Cornblatt, Arthur Brandolph, Joseph Devine, Walter Ferst and Glenn Fox. Also making the move are labor partners Allan Dabrow, Gina Ameci and Kenneth Gilberg, real estate partners Ken Rosenberg, Bernard Kolodner and Allan Schnierov, financial services partners Jeff Greenfield and Robert Tuteur, and tax and estates partners Harvey Shapiro, Barry Frank, David Wice and Lois Fogg. The already litigation-rich Schnader will bring aboard seven of Mesirov’s 10 partners in that practice area, including Jeffrey Cooper, Gary Azorsky, Robert Bodzin, Richard Meltzer, Bradley Moss, Steve Williams and Anthony Watkins. Partner Jeffrey Hofferman will not be joining them, nor will who many people consider two of the firm’s top litigators, Don Foster and Matthew D’Annunzio. Firm leaders said conflicts prevented the pair from making the switch and both are currently mulling offers from other firms. Though not everyone has finalized plans, Schnader officials said at least 17 Mesirov non-partners will be joining them, most notably real estate associate Johnathan Rome, who several sources identified as a top-flight business-getter on the cusp of partnership. Mesirov co-founder Paul Jaffe (no relation to Richard) will join Schnader in a counsel position. Schnader announced that Richard Jaffe will serve on the firm’s executive committee while Krauss will have a to-be-determined leadership role within the firm’s business department. Jaffe said he expects practice leaders such as Dabrow, Rosenberg, Shapiro and Tuteur to also eventually assume leadership roles. Wellington confirmed that the five-attorney bankruptcy group from Mesirov that recently moved to Stevens & Lee had already cut its deal when Schnader became the firm’s lead suitor three weeks ago. Aside from its nationally-known litigation practice, Schnader also gives Mesirov the intellectual property capability it lacks, which could open the door for cross-selling in both directions. Jaffe said Schnader’s presence in technology centers such as New York, Washington, Boston and San Francisco will help his own practice, which includes representation of technology companies and venture funds that could use Schnader’s expertise. The merger is another big gulp for Schnader, which earlier this year swallowed a 50-attorney Boston firm, opened new digs in San Francisco and expanded existing offices in New York, Pittsburgh and Washington, D.C., adding nearly 150 lawyers. To smooth the transition waters with Mesirov and the other recent additions, Schnader has established a culture committee consisting of attorneys selected from each office. The committee will be responsible for developing a series of culture-focused initiatives that help to identify and transfer the best aspects of each office’s culture to the larger entity. The goal will be “to ensure that the little details that help a firm to thrive are addressed, by establishing a protocol for everything from approach to pro bono work to client relations to internal events and activities,” according to a firm press release. Planned initiatives include the development of a firm-wide values statement and creative “culture sessions” in each office around the country.

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