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If the proposed merger of First Union and Wachovia occurs, it could affect many Atlanta area lawyers who represent the banks. The combined entity, to be called Wachovia Corp., would be a plum client to keep. It would have $324 billion in assets, 19 million customers, 2,900 bank branches and nearly 600 brokerage offices, according to information on the banks’ Web sites. Outside counsel stand to expand their representation if the union actually occurs. But they also could lose premier business if the banks decide to reduce their number of outside firms. In-house counsel could find themselves part of a larger, united legal department. Or they could be shipping out their r�sum�s if the banks cut staff lawyers to eliminate redundancies. For now, no one seems to know for sure. Michael E. Ray, the Atlanta-based associate general counsel and senior vice president of Wachovia, says his bank has about six in-house lawyers here. But as for the fate of the legal departments at both banks, “We have no idea at this point,” he says. He also says he doesn’t know whether any of the 7,000 jobs the banks have said they’ll eliminate through layoffs or attrition over the next three years will be legal jobs. Right now, both banks probably are more concerned with the price of their stock than with their lawyers, says Steven S. Dunlevie, the Atlanta managing partner of North Carolina-based Womble Carlyle Sandridge & Rice. The firm has served as outside counsel for Wachovia for about 100 years, and for First Union for 20 to 25 years. ATLANTA CONNECTIONS His is one of several firms with Atlanta connections that represent or have represented these banks. Here’s an outline of what some of those firms do: � Womble Carlyle does litigation, transactional work involving borrowers and some labor and employment, intellectual property and regulatory work for one or both banks; � Ogletree, Deakins, Nash, Smoak & Stewart handles Wachovia’s labor and employment work; � Alston & Bird works for both banks, and in 1998 helped First Union acquire Corestates Financial in Philadelphia; � Jones, Day, Reavis & Pogue works for both banks, according to a spokeswoman, and four years ago represented Wachovia, a creditor of Medaphis, when the latter declared bankruptcy; � Powell, Goldstein, Frazer & Murphy does almost all of Wachovia’s timberland work. In 1998, it helped the bank’s pension fund clients acquire timberland with a market value of $200 million. The firm also does a small amount of work for First Union; and � Parker, Hudson, Rainer & Dobbs represented Wachovia, the largest creditor in the Paragon Trade Brands bankruptcy. Even with Womble Carlyle’s history with both banks, Dunlevie says he doesn’t know if the firm will be retained as outside counsel. “I’m not sure they’ve made any promises to anyone, yet,” he says. “But we like the playing fields and we’re in most all of their markets.” Martha C. Perrin, executive partner of Ogletree Deakins, says her firm has represented Wachovia for about a decade. It also represented South Carolina National Bank, which Wachovia acquired, for about 20 years. She says she didn’t know about the merger until she read it in the papers Tuesday morning. She also says she doesn’t know whether the banks plan to consolidate their outside counsel. PREVIOUS CONSOLIDATION Ogletree already has survived one law firm consolidation effort by Wachovia, when the bank whittled its number of outside law firms a few years ago, she says. The firm kept the bank’s work, according to Perrin, because it provides a high level of service and has offices everywhere Wachovia does business. The firm would love the combined banks’ business, she says, adding, “We have offices wherever First Union is, too.” Armin G. Brecher, managing partner of Powell Goldstein, says it’s really too early to tell what will happen to the banks’ outside counsel, especially with media speculation about whether another bank might try to horn in on the deal. “If the deal happens with First Union, that’s one thing,” he says. “If it happens with SunTrust or some other bank, it’s another.” Brecher says he thinks his firm would be secure in keeping its timberland acquisitions work for Wachovia because that’s such a specialized practice; the firm’s trusts and estates work for the bank is local enough that it might continue as well. Powell Goldstein also handles corporate real estate matters for Wachovia, and Brecher says any union may produce a reshuffling of assets that would necessitate keeping Atlanta area lawyers on board. ALSTON & BIRD AWAITS WORD John L. Douglas, an Alston & Bird partner who worked on First Union’s acquisition of Corestates, says his firm hasn’t been notified by either bank about its future as outside counsel. “If it were up to me, we’d do more for them,” he says. “Both institutions know us, and I think know us pretty well.” The new Wachovia Corp.’s need for outside counsel will turn to some extent on the size and strength of its in-house legal department. According to online Martindale-Hubbell Law Directory listings, First Union has 13 in-house lawyers; Wachovia, the smaller of the two banks, has 30. LEGAL STAFFS ‘LEAN, MEAN’ Dunlevie refers to both legal departments as “lean and mean relative to their size.” Douglas says these are small departments when compared to those of other banks in their peer group. Though Dunlevie says he wouldn’t be surprised by some in-house consolidation, he also notes that as a bank with $324 billion in assets, Wachovia Corp. might need all its in-house lawyers, especially during the three-year transition period the banks have said they’ll need to fully unite operations. At least one in-house lawyer knows he’ll be staying. The companies have announced that First Union’s Charlotte, N.C.-based Mark C. Treanor will be in charge of Wachovia Corp.’s legal affairs. Calls to Treanor were referred to a spokeswoman, who said she did not know anything about the fate of the company’s lawyers. Kenneth W. McAllister, now senior executive vice president and general counsel of Wachovia in Winston-Salem, N.C., did not return calls about his post-merger status or the fate of his bank’s legal department.

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