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The latter half of the 20th century saw explosive growth not only in the number of lawsuits brought in the United States, but in their scope, both as instruments for social change and as tools for battling large corporations. The outcome of such lawsuits can often make or break a company or an industry, or forever alter its operations — hence the term “bet-the-company” litigation. One example of this is tobacco industry litigation. Thanks to the media, large-scale litigation plays a greater role today in the popular imagination than previously. Witness the way in which Napster became a household word after the music file-sharing company was sued. The National Law Journal invited seven top plaintiffs’ and defendants’ lawyers from around the country to address questions of strategy and logistics in today’s bet-the-company litigation. Our panelists are experienced advocates in the realm of bet-the-company lawsuits. The questions were answered by e-mail. Their answers were edited by The National Law Journal. NLJ: What is the next great wave in bet-the-company lawsuits? Do you see the federal and state governments getting increasingly involved in the future in prosecuting what were traditionally private realms of litigation as they did, for example, in the cigarette cases?

Attorney: Richard J. Urowsky Firm: Sullivan & Cromwell (New York) Major cases/clients: Kennecott, Microsoft, Texasgulf. Represents defendants in securities and antitrust cases and plaintiffs in tax litigation. Richard J. Urowsky: Intellectual property litigation. Litigation is most often a fight over property and the most valuable property in the new economy is intellectual property.

Attorney: Mary Stowell Firm: Stowell & Friedman (Chicago) Major cases/clients: Cremin v. Merrill Lynch, Martens v. Smith Barney, and Graff v. Olde Discount Corp. Represents primarily plaintiffs in civil rights cases. Mary Stowell: From my perspective, civil rights lawyers still have a great deal of work to do in the financial industry on behalf of women and minorities. The many years of mandatory arbitration, which prevented public scrutiny of the industry’s endemic discriminatory practices, coupled with its historic biases against women and minorities, have resulted in an industry where attitudes are slow to change. Although we do see change, the industry needs continued prodding from the civil rights bar to make the industry one where women and minorities have the same opportunities as white males.

Attorney: Richard D. Hailey Firm: Ramey & Hailey (Indianapolis) Major cases/clients: Dalkon Shield, Rezulin, DPT, Propulsid. Represents primarily plaintiffs in products liability (medical devices and pharmaceuticals). Richard D. Hailey: I believe that in the near term pharmaceutical litigation on a mass torts level will continue to be a “growth industry” for all trial lawyers, both defense and plaintiff. Unfortunately, fast-track [Food and Drug Administration] approval, supported by the pharmaceutical industry, will continue to produce a series of Rezulin-type litigation opportunities. I also foresee more litigation in the future directed toward major corporations in the area of employment and environmental claims. Many plaintiffs’ lawyers are taking a look at the “private Attorney General’s provisions” of many employment and environmental federal statutes and realizing that there are major opportunities to develop cases pursuant to these seldom-used federal statutes. As the bulk of the baby boomers move through the system, I anticipate seeing a dramatic increase in age discrimination litigation. Additionally, our old “demons” in the areas of race and sex discrimination will raise their heads again. Also, look for escalation in Clean Water, Clean Air [suits] and actions brought pursuant to the Resource and Recovery Act over the next decade.

Attorney: Robert A. Wallner Firm: Milberg Weiss Bershad Hynes & Lerach (New York) Major cases/clients: Synthroid Marketing Litigation, Quaker Oats Securities Litigation. Represents primarily plaintiffs in class actions. Robert A. Wallner: The state attorneys general have been increasingly coordinating their efforts in recent years, and I expect that will continue, particularly in the areas of antitrust enforcement and consumer fraud. Even so, the state AGs — and the federal enforcement agencies, for that matter — with their limited resources, are able only to scratch the tip of the iceberg when it comes to prosecuting wrongdoing. That’s why private enforcement is so important.

Attorney: Robert C. Weber Firm: Jones, Day, Reavis & Pogue (Cleveland) Major cases/clients: Philip Morris, the Cleveland Browns, IBM. Represents primarily corporate defendants in complex litigations. Robert C. Weber: The more fundamental change we are facing in litigation of this type, and the greater danger to our traditions of checks, balances and limited government, is found in the largely unregulated and secret alliances between the plaintiffs’ bar and state attorneys general. The “bounty hunting” arrangements between the mass tort bar and various attorneys general would not have passed the good government “smell test” even 10 years ago, representing as they do, self-dealing of the worst sort. But these arrangements are with us now for good, thereby delegating to these contingency lawyers a fair degree of say into the setting of the public policy agenda, with little or no oversight or control from the traditional means of state governments, so long as the attorney general promises to give them an acceptable percentage of what they can squeeze out of a defendant’s business. Placing important pieces of the public agenda in the hands of these self-interested lawyers inevitably leads to flawed policy, misplaced public priorities and systemic corruption. Perhaps more importantly, it will lead to an increased cynicism about lawyers, courts and the entire judicial system. We all deserve better. Robert A. Wallner: I’d like to respond to Robert Weber. What we really deserve is less rhetoric and less bashing of the plaintiffs’ bar. Cynicism exists not because of contingency lawyers who take on the enormous risks of representing victims against powerful corporate interests, but because of corporate wrongdoers who too often are not held accountable.

Attorney: John R. PhillipsFirm: Phillips & Cohen (Washington, D.C.) Major cases/clients: Whistleblower suits against HCA and Quorum Healthcare. Represents plaintiffs (relators) in major qui tam cases. John R. Phillips: Mr. Weber speaks from the point of view of an attorney whose firm represents a tobacco company, so it is not surprising that he opposes any pooling of resources between the government and private attorneys because it has been so successful. The partnership between the government and private attorneys goes back to the founding days of our country, as the Supreme Court noted when it upheld the constitutionality of qui tam suits last year. Working with private attorneys often is the only way the government has been able to protect itself against huge corporations that are cheating the government and to fight back effectively to get the compensation it is owed. The government does not have unlimited resources, as some defense attorneys would claim. In our experience, the U.S. Department of Justice and state attorneys general are strapped for resources to fight fraud. One government attorney often is pitted against two or three defense law firms in a case and is easily overwhelmed by resources on the other side. In the tobacco cases, without the willingness of the private attorneys to risk their time and money to bring those lawsuits, there would have been no settlements. In all of those types of cases, the government maintains control and receives the vast majority of each recovery. It’s ironic that [the defense bar] complains about whistleblower recoveries when the recovery to the whistleblower and his counsel is only a fraction of what defense lawyers are paid. One other point. Mr. Weber’s pejorative reference to “bounty hunters” is misplaced. It is true, for example, that in the case of the False Claims Act, a “bounty” is provided to the qui tam plaintiff. Successful qui tam plaintiffs and their counsel together share 15 percent to 30 percent of the government’s recovery. But the very purpose of this shared recovery is to ensure that these private parties seek to maximize the Treasury’s recovery. The real beneficiaries of these private “bounty hunters” are the American taxpayers, not “self-interested” lawyers. NLJ: Viewing things from the plaintiffs’ side, what is the single biggest and most common mistake that defendants’ lawyers make when faced with a bet-the-company lawsuit? Robert A. Wallner: Mistakes, although few, tend to occur when defendants over-litigate the case. Defendants will make poorly conceived motions to dismiss or weak summary judgment motions that result not simply in a loss for the defendants but a greatly weakened negotiating position. Defendants can also do themselves real harm when, after losing a motion, they relitigate by filing a motion for reconsideration, [which can result in] rulings far worse for the defendants than the [original] rulings. Mary Stowell: Assuming the plaintiffs’ case is not wholly frivolous, I think companies make their biggest mistake when they see the case from their point of view only and are unrealistic about their risk. I have seen the “how dare you sue us” defense blow up in an opponent’s face on several occasions. The energy spent on self-righteous indignation and bravado would have been better spent in objectively analyzing the facts from all viewpoints and carefully assessing the risks, rather than intimidat[ing] the plaintiffs. John R. Phillips: In one of our cases, a prominent national law firm took third-party depositions around the country that had the effect of dragging its client into a progressively deeper hole. The client wound up paying twice as much to settle as would have been accepted two years earlier. On top of that, the defendant incurred huge legal fees and, under the False Claims Act, had to pay our fees as well.

Attorney: Peter C. Thomas Firm: Simpson Thacher & Bartlett (New York) Major cases/clients: Andersen Consulting (now Accenture); Chase Manhattan Bank. Represents corporate defendants and plaintiffs in large cases. Peter C. Thomas: I find that the defendants’ lawyers often bank too much on pretrial motions, adopt a largely reactive role and, most importantly, fail to prepare for trial. Some areas — such as securities cases — may be better suited than others for pre-emptive strikes. But very often, procedural initiatives backfire. First impressions linger, both with the judge and adversary. Robert C. Weber: As a defense lawyer, I very much agree with Peter’s and Mary’s comments, which repeat a criticism I have of a good number of large firms doing defense work. Far too many of those firms are paper-tiger litigators who focus exclusively on motion practice, and they tend to neglect the one true fundamental in this line of work — you’re either preparing for trial or you’re wasting your client’s money. Richard D. Hailey: I feel that defense counsel often concentrate on the procedural without focusing on the substance of the factual proofs being developed by the plaintiff. Much attention seems to go into attempting to defeat major claims on procedural grounds with little focus being given early in the litigation to the impact of plaintiff’s proofs. By not focusing on the plaintiff’s proofs, an appreciation and respect for how a jury will be affected by a plaintiff’s case is not realized. Likewise, defense-minded lawyers often concern themselves with the “legalese” of a claim as opposed to a “plain language” view of the impact of the plaintiff’s best evidence. John R. Phillips: Assuming the claim has merit, the biggest mistake defense counsel makes is failure to size up the value of a case early on and develop an efficient settlement strategy. Defense firms oftentimes see a big case as an opportunity (and justification) to make big fees, unfortunately. They will bring in teams of lawyers to analyze legal aspects that are only remotely related and depose scores of individuals, [some] with only the most limited connection to the case. This strategy does indeed generate big fees, but it may not advance the client’s interest. Peter C. Thomas: Ideally, the case should be prepared for trial from the outset [to give the] client maximum leverage, whether the case settles or does in fact go the distance. This means, for example, taking or defending every deposition not simply with the mindset of how it might affect a summary judgment motion but more importantly how it will play out at trial. Defense-minded lawyers need to think more like plaintiffs’ lawyers. Often, they do not appreciate the evidence and its impact. John R. Phillips: Another common problem is having attorneys who were involved in advising the defendant on what has become a matter of litigation represent the defendant in the qui tam case. For the client’s sake, this should be avoided at all costs. These lawyers lack objectivity and tend to defend this advice to the bitter end. Generally, the longer a case goes on and the more resources that are committed, the higher the settlement value of the case. Positions harden, and the quantity and quality of the evidence increases. [In litigating with the government,] once the government develops a detailed damage analysis, it becomes almost impossible for it to settle for less than the damages laid out in that analysis. NLJ: From the defendants’ point of view, what is the most common mistake you have seen made by plaintiffs’ lawyers when it comes to settling a megalawsuit? Peter C. Thomas: In my own experience, the law firms representing the “plaintiff” have often been large corporate firms typically associated more with defense work. And their biggest mistake has been to “behave like a defendant” rather than a “plaintiff.” I have seen many such cases in which the lawyers on the other side actually failed to ask the judge or arbitrator for an early trial date at the outset of the case. Robert C. Weber: The one “mistake” I have seen plaintiffs’ counsel make regarding the settlement of complex multijurisdictional litigation relates to the glib ease with which some plaintiffs claim to a trial judge that a litigation mess they have created through overlapping and repetitive filings, competing class actions and jurisdictional conflicts can be quickly and simply resolved through a settlement. Most such “settlement” proposals raise more problems than they solve, provide no closure or finality for defendants and are transparently cynical attempts to “get while the getting’s good.” Unfortunately for the system, too many trial judges have come to expect, and to accept, such tactics, thereby wasting time and money and increasing the blackmail pressure to settle that is brought upon a defendant. NLJ: When a news story breaks on a product or industry, and a company is a potential target of litigation, how can it prepare before any suits are filed? Peter C. Thomas: [When] feasible, advance planning is extremely valuable. Essential factual and legal research can be done in order to formulate both near- and long-term strategies to defend the client’s interests. [It] may give a client more options, whether it is “where” or “how” the first of many cases is heard. Richard J. Urowsky: The first order of business is putting together a team and establishing clear lines of responsibility for different aspects of the defense. The next step is making sure that all decision-makers have a clear understanding of the overall strategy. The goal is to achieve coordination — especially in multiple-case situations — and avoid mistakes resulting from a partial understanding of the defense plan. Preparation is key to maintaining focus. Robert C. Weber: The advantages of preparing ahead of time so outweigh the alternatives that it continues to amaze me that, from time to time, one still runs across a company that wants to wait and see just what happens before it invests the dollars and time demanded for substantive planning in a crisis. Peter C. Thomas: In addition, I do not believe you can be successful in litigation unless you internalize (without losing objectivity) what your client is going through and what the client wants out of the dispute. The earlier that process begins the better. In the international arbitration arena — where the parties have the opportunity to select their “judges” — advance thought and planning is extremely important. Robert C. Weber: It is rarely the case that a targeted company does not receive some form of notice that an adversary — usually a plaintiffs’ lawyer working through and with a media representative — is attempting to create the perception of a crisis over some alleged action or inaction. And in most such cases a company ignores the warning signs only at its peril. Peter C. Thomas: Even when advance planning is not feasible, it is imperative that clients and lawyers organize themselves to respond very quickly when a major news story breaks. The public perception is often shaped in the first few days, and many corporations have “crisis” teams preselected to mobilize in the event something like this happens. Robert C. Weber: What should a company do when it sees warning signs? In short order, it should marshal its resources and develop the simple, straightforward and durable story, collect relevant documents and interview witnesses, prepare spokespersons, retain experts and retain local or special counsel in the jurisdictions where trouble is expected. [The client also needs to] commit to a strategy that eschews “spin” and instead responds substantively to the concerns ordinary people will have as the controversy develops. NLJ: From the plaintiffs’ point of view, when is the best time for defense counsel to establish a line of communication with plaintiffs’ counsel? Is early communication a sign of weakness or of strength? Richard D. Hailey: In a major catastrophic case, the plaintiff is most vulnerable in the very beginning of the litigation, [when his] financial problems are generally most acute. Often my clients want to resolve the matter quickly, as the losses they have sustained are ongoing and acute. Defendants who gather their facts early [and] assess the plaintiff’s emotional and financial situation early would find that they would settle more of their cases with less transactional costs and lower settlement dollars. Peter C. Thomas: If the plaintiff’s lawyers are skilled and resource-rich, a defendant who reaches out too early can send the wrong message. Better when the defendant has obtained real leverage, whether by defeating class certification or by demonstrating over a sustained period of time confidence in the facts and a clear determination to proceed to trial. Robert A. Wallner: I don’t view a defendant’s desire to communicate early on as a sign of weakness. In reality, it’s a sign of experience. John R. Phillips: In our experience, opposing counsel who approach the plaintiffs (and government) about early resolution always will get a better deal for his or her client. We view [this] as a sign of sophistication rather than weakness. Mary Stowell: Even if the case cannot be resolved in the early stages, open lines of communication can help prevent misunderstandings, which too often result in uncivil litigation to the detriment of all. NLJ: How do you coordinate multidistrict or multistate litigations, and how do you guard against inconsistent statements in any complex litigation? Richard J. Urowsky: It is vital to ascertain the facts in a rigorous and comprehensive manner before any testimony is taken so that witnesses can be properly prepared. [W]hen confronting multiple lawsuits, one or two individuals who know all the facts [should] read every court submission to make sure that inconsistent positions are not taken. Peter C. Thomas: In defending against major multidistrict or multistate litigations, it can be extremely valuable to have one defense firm “quarterback” [for] planning strategy, coordinating conference calls, developing and assigning various initiatives, etc. In [some] venues, we will identify and work closely with local lawyers whose “value added,” beyond filings and other administrative matters, will include important insights into the judiciary and local bar. We look for “real” players, not figureheads, with solid reputations and credibility in the legal community with whom we can partner to deliver valuable results to our client. John R. Phillips: We provide the expertise needed for litigating the qui tam case. We usually work closely with a strong, local firm that has a good reputation and established credibility with the courts. Richard D. Hailey: We generally affiliate with local offices when doing multidistrict and/or multistate litigation. At any given time, we have cases pending in a dozen or more jurisdictions. It is necessary for us to affiliate with seasoned trial lawyers because of the small size of our firm. In the last 10 years, plaintiffs’ lawyers have become very adept at establishing depositories and coordinating their efforts in certain types of litigation. The technology is now present to allow us to transfer volumes of documents and other materials in seconds. Robert C. Weber: Quality depends to a great extent on communication, and in this context that means clarifying the proper positions and then disseminating them in plain language. When acting as national counsel for a client in major litigation, I ensure that everyone understands the strategy, that lines of individual responsibility are crystal clear and that, no matter how painful it can be at times, we participate in regularly scheduled conference calls and meetings to share ideas, ensure consistency and develop creative responses to new challenges. [E]rrors arise far more often from lack of preparation and from the absence of critical thinking than from sloppiness that leads to “inconsistency.” Facts and positions, even those most dearly espoused by the client, must be subjected to critical thought, to the rule of common sense and, of course, to the evidence. You cannot litigate by “stream of consciousness.” Leave that to James Joyce. For the rest of us, preparation and critical thinking is the key to consistency. Peter C. Thomas: Focused coordination. I’m a big believer in joint defense initiatives where feasible. If you coordinate through one law firm as we have done in several major litigations, you gain invaluable information and minimize the risk of inconsistent statements and strategies. Continual sharing of documents and other information under a carefully crafted joint defense and confidentiality agreement is integral to such success. Robert C. Weber:[I]nconsistency is best avoided by preparation and effective team management. The U.S. Solicitor General’s Office has one top deputy review all filings for policy and substantive analysis before they are filed. So, too, should one team member be assigned the responsibility to give a clear strategic direction to the drafters and to ensure a final review of any pleading is made for technical correctness and strategic fit. Richard D. Hailey: This is a problem that is probably greater for defense counsel than plaintiffs’ lawyers. We attempt to coordinate all of our discovery responses through a central database to monitor discovery responses in cases that are against the same defendants and/or the same products. NLJ: Clients want to know: “How long is this going to go on, and how much is it going to cost?” How do you make a roadmap of the costs and time frame of a megasuit? Robert A. Wallner: Complex litigation is a multiyear commitment. Indeed, in multidistrict litigation, it can take many months just to find out where the case will be litigated. Robert C. Weber: Everyone has their favorite maxim in this area. Mine is “do it right and do it once.” Investing up front in preparation may cost more at present, but it assuredly pays dividends. Peter C. Thomas: It is not easy to predict timing or costs, but rolling ballpark estimates over relatively predictable time frames (e.g., the next six months, etc.) are feasible. Going through this process can itself be a disciplining exercise. Keeping your eye on expert and paralegal costs is also very important. Robert C. Weber: Most corporate defendants will say that what they hate most about high-risk litigation is its duration and its cost, but they are wrong. What they really hate most is losing, particularly when the loss impacts their financial condition or subjects key management to ridicule or restricts their ability to run the company in accord with the strategies management and the board wish to pursue. Lawyers and law firms who have handled major problems numerous times can provide the client with a reality-based assessment of what will happen. John C. Phillips: As relators’ attorneys, we cover the costs for a qui tam case. Those costs can be significant, both in terms of our time and the use of experts. Expenses can be substantial even during a seal period (prior to litigation) because we often use experts during the investigative phase. We have spent more than a million dollars during a seal period. Richard D. Hailey: Providing the client in the initial visit with a realistic time line and cost estimate is definitely more art than science. [W]e have decided with relation to time lines that we will attempt to place all cases that we file on a 15-month track. We find that many clients have come to believe the “tort reform propaganda,” i.e., that all the plaintiff has to do is merely file a lawsuit against a so-called deep pocket entity and six weeks later collect their “excessive” verdict. During the initial interview, we try to convince them that nothing could be farther from the truth and that most cases against major corporations and health care providers are hard fought, filled with risks and very expensive. Peter C. Thomas: There are many “wild cards” that can wreck a carefully prepared estimate, which include the variables presented by the judge or your adversary. Mary Stowell: The major cases this law firm has filed have been class actions where the firm has paid the costs. How long a case will go on is, of course, anyone’s guess. We try to give estimates depending upon whether the case is settled or litigated through appeal. The short story is that class actions can be quite protracted depending upon many factors, including defense strategy, and complexity of the subject matter. NLJ: In big-stakes litigation, often there are two battle fronts: the courtroom war and the public relations war. How do you coordinate them, and which takes precedence? Also, how deeply should the lawyers be involved in public relations issues, if at all? Peter C. Thomas: Public relations issues can be extraordinarily important. In a bet-the-company case, it is often not possible to separate the “courtroom war” from the “public relations war.” A lawyer may not be a public relations expert, but he or she must keenly appreciate how these issues — and what is said by the parties in the press — can affect the merits and direction of a high-profile dispute. Judges, prospective jurors and regulators read or hear what is stated publicly. Robert C. Weber: Clients are best advised to focus on how the legal and public relations activities can complement and enhance one another, instead of obsessing, as some do, on areas of potential conflict between these two important interests. John R. Phillips: Our experience has taught us that high press visibility typically leads to an earlier resolution of the case. Peter C. Thomas: The key is to focus early and often on public relations issues and their relationship to the merits. Richard D. Hailey: As a small plaintiffs’ office, we feel that we have to concentrate on the courtroom front. Most of our pubic relations is done through the Association of the Trial Lawyers of America. Robert C. Weber: The challenge for the lawyers and the PR professionals is to develop a limited number of plain-talking points (which can be challenging for some clients and lawyers) that are accurate, defensible and durable (which can be challenging for some in the PR area). Peter C. Thomas: A lawyer must be prepared to strategize and coordinate closely with [in-house] lawyers and public relations personnel. John R. Phillips: The press contact should be the attorney and not public relations consultants. This helps reporters produce stories that accurately describe the fraud and the liability. The attorneys are the most knowledgeable and credible spokespersons about the facts and law. Using public relations firms also can create a sense that attorneys are trying to “spin” the press. Robert C. Weber: Both the PR and the legal battles demand the development and articulation of a simple and durable story, told in straightforward and thematic language. Mary Stowell: A lawyer’s participation in public relations issues is circumscribed by local rules and various ethical restraints. Certainly no lawyer should be involved in public relations activities which are outside those boundaries. Robert C. Weber: Trial lawyers know they must have at hand a straightforward and thematic story line in order to try the case, just as sophisticated PR professionals know that a story that is not durable is worse than no story at all. John R. Phillips: Cases filed under the False Claims Act — claims of financial fraud perpetrated against the government — are by definition matters of public interest. Attorneys bringing such cases should have no hesitation about developing a responsible press strategy to focus public attention on the defendant’s wrongdoing and make clear that the defendant will be held accountable. One of the best examples of this deterrence occurred in the medical lab testing industry. Once the government’s “Labscam” investigation began — as a result of one of our cases — and was publicized, that [inappropriate] practice essentially ended. Mary Stowell: If I must choose one over the other, I would choose success in the courtroom. First, good press will follow from favorable court rulings. Second, even if the press is sympathetic to our client’s side, a loss in court is still a loss, which can’t be fixed by favorable press. NLJ: Please share some of the lessons you have learned about keeping the client informed in a high-stakes case. Peter C. Thomas: I would emphasize the importance of integrating the in-house lawyer responsible for the day-to-day supervision of the case into your team. This can include frequent, informal phone calls, e-mail, and lunches. This relationship should become a true partnership and not [one] where the outside lawyer simply dictates strategy. Richard J. Urowsky: Having a clear legal strategy from the outset is critically important, especially in high-stakes litigation where the other side is likely to devote major resources to the case. Of course, the strategy has to be executed properly. That means with careful attention to details, but also with single-mindedness of purpose. One way to ensure effective communication and coordination in complex cases is to keep the number of lawyers involved to the smallest number possible. This helps keep everyone on the same wavelength and prevents diffusion of focus, [and helps to] shorten briefing sessions. Robert C. Weber: Every litigation crisis needs a commander in chief who really must be a trial lawyer and must also establish clear divisions of responsibility. The team members must in turn ensure open communication [with junior members]. We have used regularly scheduled video or telephone conference calls, regular in-person meetings and “hot-mail” type chat rooms. Everyone on the team needs to understand the differences between information and evidence, and between information processing and trial preparation. Firms that implicitly recognize these distinctions avoid wasted communications and eliminate much diversionary chatter.

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