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When David Boies left Cravath, Swaine & Moore in May of 1997 to start his own law firm, he had a simple idea. He wanted to practice a sophisticated brand of law in a small, bureaucracy-free setting. “I’m not by nature somebody who loves to spend time involved in administration,” he says. Boies looked to his wife, a fellow lawyer, for guidance. For more than a decade, Mary Boies had managed Boies & McInnis in Bedford, N.Y. The firm handled huge cases against the most prestigious law firms in the country, and it did so with a mere half-dozen lawyers. “My template was what my wife does at her firm,” says Boies. That quaint business plan, however, ignored two important things: Boies is one of the most celebrated trial lawyers in the country, and he is also virtually incapable of turning away business. Combine those attributes, and — voila — you have Boies, Schiller & Flexner, which today counts 174 lawyers, 11 offices from coast to coast, more than $100 million in annual revenue, and a client list often drawn straight from the daily headlines. In five short years, Boies has built the hottest law firm on the planet. But he’s also stumbled into the one thing he wanted to avoid: a management headache. His firm has grown awfully far, awfully fast, and cracks have started to show up in its foundation. Press clippings aside, Boies the law firm is not yet, and perhaps never will be, the equal of Boies the lawyer. Boies Schiller opened for business on Sept. 1, 1997, in Washington, D.C., and Armonk, N.Y., a New York City suburb close to Boies’ home. The firm quickly took on the character of its star founder, who has a boundless capacity for work and a no-frills sense of style. (Boies’ fondness for off-the-rack suits has received almost as much publicity as his trial exploits.) In Armonk, Boies and two cohorts — Robert Silver and Andrew Hayes, who had both worked with Boies at Cravath — settled into a drab office building, which featured a Muzak loop in the hallways. “They were the ugliest offices you can imagine,” a former associate recalls. But the homely offices did nothing to diminish the firm’s attractiveness to blue-chip clients. And it was clear early on that Boies would not be able to keep a lid on growth. He was simply too famous. At Cravath he had starred in numerous high-profile suits; he was Texaco’s man in its legendary mid-’80s battle with Pennzoil, and he helped CBS fend off General William Westmoreland’s 1994 libel suit against “60 Minutes.” In 1986 The New York Times Magazine ran a cover article on Boies headlined, “The Wall Street Lawyer Everyone Wants.” Many of Boies’ fans found their way to Armonk, including the New York Yankees, who hired Boies Schiller to represent them in an antitrust suit against Major League Baseball. In Washington, D.C., Boies Schiller got off to an equally fast start. The office was led by Jonathan Schiller, a well-known litigator and arbitrator in the D.C. office of New York’s Kaye Scholer, who had known Boies since 1986, when they teamed successfully to defend Westinghouse Electric Corp. against charges that it had bribed Philippines president Ferdinand Marcos. A 6-foot-5-inch former basketball star at Columbia University, Schiller is described as aggressive and imposing, in marked contrast to Boies, who is known for a calm, genteel demeanor. Schiller, 55, recruited three lawyers to his new venture, and the young attorneys were crazed from day one. “We worked 16-, 18-hour days, seven days a week,” says David Sanford, who left Boies Schiller in 1998. “It aged me. I didn’t get to see a lot of my wife. I didn’t get to exercise. And I lost track of my friends.” The firm’s workload grew especially intense in December 1997, when the U.S. Department of Justice hired Boies to lead its antitrust case against Microsoft Corp. For more than two years, Boies balanced that case and other firm business. In late 1998, for example, during a one-month break in the case, he raced back to Armonk to help prepare three different clients for trial. Other lawyers who have seen Boies in action are equally amazed at his multitasking. Thomas Goldstein, a former associate in Boies Schiller’s D.C. office, says he once watched Boies being deposed by phone in one case while handling a conference call with Yankees owner George Steinbrenner on another line. “When someone would ask a question of [Boies] on the telephone deposition, he’d mute the Steinbrenner call and then answer the question. He was working phones with his left and right hand. It was stunning,” recalls Goldstein, now one of the country’s top Supreme Court advocates. Boies’ high-wire act, however precarious, has made for excitement. After winning the Microsoft trial in June 2000, he immediately took on Napster Inc.’s copyright suit against the Recording Industry Association of America. Later in 2000, he jumped into the Bush v. Gore election lawsuit. Since then, he and his firm have snared a staggering array of big-ticket cases. Currently, for example, Boies Schiller represents Tyco International Ltd., Adelphia Communications Corp., and Qwest Communications International Inc., three of the most prominent corporate malefactors of this scandal-plagued era [see "Short History, Big Cases"]. Thanks to the power of the Boies brand, the firm has achieved critical mass in record time. It has acquired two other firms and opened offices in New York City; Oakland, Calif.; Miami and Orlando, Fla.; and four other locales [see "Like Wild Fire"]. In September it even moved from its scruffy home base to a four-story, custom-built office in Armonk. “If someone told me five years ago that we’d be 160 lawyers, I would have shot them or shot myself,” said Boies in late 2002, who estimated that his 40 partners each earned roughly $1.5 million that year. Although Boies is clearly dumbfounded by his firm’s rapid rise, he seems incapable of halting the juggernaut. At 61, he still works constantly and can’t imagine slowing down: “My wife says I’d rather be dealing with interesting cases than reading a book on the beach.” Boies concedes that he has a hard time saying no to prospective clients. He is so bad at it, in fact, that he is forcing himself to delegate screenings to a partner: “I say [to a potential client], ‘We’re too busy, talk to Bob Silver.’” But the buck-passing does little good: Silver usually helps out such clients. “If [Boies] sends [the cases] to me,” he says, “I’m going to do them.” Boies’ voracious appetite for being a part of the action — one that is shared by many of his partners — would not be a problem if his firm were tightly managed. But although Boies keeps a close eye on his business (his wife, for example, says that he is always lugging a notebook filled with business figures — budgets, bills that have been paid, bills that haven’t), he does so reluctantly. He and his partners, in fact, almost proudly admit that they have little patience for the dirty work of running a firm. They liken Boies Schiller to a go-go Internet startup, where work and creativity are valued over bureaucracy and formality. At Boies Schiller, casual dress — truly casual dress, as in blue jeans and hiking boots — is de rigueur; management committees, professional administrators, and partnership meetings are not. “We like to spend most of our time practicing law and not managing,” says Donald Flexner, who came to the firm in 1999 from D.C’s Crowell & Moring. That distaste for management carries repercussions. Boies Schiller lawyers complain, for example, of computer crashes, of Lexis shutdowns because someone hasn’t paid the bill, and of a scarcity of secretarial support. “I’d be there at 1 a.m. and the fax would break, and there would be no way to fix it,” says one former associate. Another former associate, who voiced similar frustration, says a running joke at the firm was that a certain Mario Andretti quote should be emblazoned on Boies Schiller’s letterhead: “If you are in control, you aren’t going fast enough.” Boies Schiller’s infrastructure has improved with time, but a certain level of disorder persists. Take the firm’s geographic profile. Its 10 offices are spread hither and yon. There are some larger offices, like the one in Armonk (31 lawyers) and the one in D.C. (28 lawyers), but there are also a smattering of small outposts in disparate locales, like Albany, N.Y. (11 lawyers); Hanover, N.H. (four lawyers); and Hollywood, Fla. (two lawyers). The firm opened the Hanover office because partner Richard Drubel wanted to live there. Caryl Boies, a partner and Boies’ daughter (one of three Boies children on staff), runs the Hollywood office, which is just down the road from the firm’s seven-lawyer Fort Lauderdale office. Until recently, the firm even had its Armonk lawyers spread between two separate buildings. “I never saw the people I worked with. It was all done by phone or e-mail,” says a former Boies Schiller associate. “It is not a clubby place at all. It is more like the Wild West.” More than a few associates have left Dodge in a hurry. Of the 20 associates who have left Boies Schiller, more than half didn’t survive one year there. Elizabeth Butler lasted three months; Veronica Parkansky stayed two months; and H. Christopher Boehning, in what has to be the quickest flameout ever, left after a mere two weeks. He declined to comment on his departure. Boies Schiller partner Eric Brenner concedes the firm’s idiosyncrasies. “It is still loose, flexible, closer to a startup environment,” he says. Brenner tells any prospective associate not to come to the firm “if you are looking for someplace that marches along in a well-defined way, and you want things to happen in a predictable fashion and not to be called at a weird time in the night and asked to go to a weird place to make a presentation to a company’s executives.” Although Boies Schiller has lost some skittish associates, the bigger problem for the firm, say critics, are the associates who have stayed. Boies Schiller, no doubt, has a sizable group of bright stars, including partners Carl Nichols, Stuart Singer and Alan Vickery, all of whom clerked at the Supreme Court. The firm has also been able to recruit some young hotshots from other top law firms with the real promise that they will get to work on a sexier and more diverse docket of cases than they would find at other firms. But Boies Schiller has signed up cases so quickly, say observers, that it has also been forced to hire subpar lawyers in haste. “[Boies Schiller] grew too fast. They are weak at the bottom,” says a New York criminal defense lawyer who has worked with the firm on several cases. “Look at great firms like Cravath or Davis Polk [& Wardwell]; there are no weak links.” Helene Ashenberg, a headhunter with New York’s Solomon-Page Group Ltd., used to handle much of Boies Schiller’s recruiting duties. In the early days, she says, Boies Schiller partners wouldn’t even consider prospective employees unless they had graduated with honors from a top-tier law school, served on the school’s law review, and clerked for a judge. “We were extraordinarily selective,” she says, “more than we’d have to be for top-tier law firms.” Ashenberg says she worked steadily for Boies Schiller for about three years. Then, she says, the firm began turning to her less and increasingly started hiring “second-tier” associates. “They were able to bring in many, many more litigation matters than they ever dreamed possible,” says Ashenberg. “All of a sudden, if they stuck to the plan of only getting the very, very best or brightest, they wouldn’t have enough lawyers to handle the matters.” Indeed, at least since 1999, Boies Schiller has hired many associates who are a cut or two below the “very, very best.” Boies Schiller pays these lawyers less than other top recruits and tells the lawyers, when hired, that they are not on track to make partner, though they can later be promoted to the partnership track. From 1999 through the spring of 2002, the firm hired a total of 80 associates; 35 of them (or 43 percent) were hired as nonpartnership associates, according to records produced by the firm. The r�sum�s of the nonpartnership associates vary in quality: A few went to elite law schools, but most graduated from second- and third-tier law schools, such as Pace Law School and Albany Law School. Jonathan Schiller defends the hiring of these lawyers by saying that they are perfectly suited to handle the more mundane, document-intensive aspects of litigation, such as creating trial exhibits and preparing discovery responses. “That allows other [partnership-track] associates,” he says, “to work on briefs and things to which they carry better skills.” But two former nonpartnership associates, Rachel Baird and Bonnie Porter, claim that they did substantially the same work as their partnership-track colleagues. In a sexual discrimination suit that they filed in Manhattan last year against their old firm, Baird and Porter — both of whom worked at Boies Schiller from 2000 to 2001 — claimed that the nonpartnership track was really a female track, which forced women to do equal work for unequal pay. During their time in the Armonk office, they asserted, all seven nonpartnership associates were female. Boies Schiller filed a pleading in 2002, denying the charges of sexual discrimination and noting that the firm then had 22 nonpartnership associates, 10 of whom were men. Boies, who was sued personally along with the firm, took an active role in the litigation, which, not surprisingly, drew a good deal of press attention. It ended with a whimper in April, with the women settling for a combined total of $75,000. Baird and Porter declined comment, while Donald Flexner says that the suit was settled for nuisance value. “This alternative track is really a good thing,” says Flexner, “because it gives people the opportunity to work here who might not [otherwise] have been hired.” But has the opportunity come at the expense of quality control? The same might be asked with respect to Boies Schiller’s large-scale hirings, namely its 2000 acquisition of the 25-lawyer New York firm Barrett Gravante Carpinello & Stern and its 2002 acquisition of 22-lawyer Zack Kosnitzky in Miami. The merger with Barrett Gravante happened quickly. In 2000 Boies called up Nicholas Gravante Jr. and invited him to dinner at Chin Chin in Manhattan. Gravante had worked under Boies at Cravath, and Boies continued to send work to Gravante’s firm. Gravante assumed that Boies had asked him to dinner to talk about a business referral. But Boies, who was looking for a foothold in New York City, had a bigger idea: He wanted to merge with Gravante’s firm. The next day, the two lawyers met in Gravante’s office to hammer out the details and, about three weeks later, Barrett Gravante had become part of Boies Schiller. Gravante admits that some of his partners were nervous about moving so quickly. But on the other hand, no one wanted to miss out on the opportunity to partner with Boies. The thinking, says Gravante, went: “The details will work themselves out … . If we want to do it, let’s do it. It’s David Boies!” The merger with Zack Kosnitzky was also a rush job. Stephen Zack had known Boies since 1988, and the two lawyers worked together on Bush v. Gore. In March of last year, Boies invited Zack to dinner at Sparks Steak House in New York City. Zack says he had no idea why they were getting together, but that, as soon as he took his seat at the table, Boies asked him if he wanted to merge. Zack says the lawyers had previously entertained the idea but hadn’t made much headway. Over dinner at Sparks, Boies and Zack worked out most of the relevant merger details. And on April 1, 2002, about two weeks later, Zack Kosnitzky was part of the Boies family. “We did the whole deal in two hours over a bottle of wine,” says Zack, still amazed. “A normal merger of this kind would have taken six months.” Boies says he talked to his partners in advance of each merger. Even so, the deals have left some lawyers at the firm scratching their heads. The partners at Barrett Gravante were an impressive group; many had done stints at elite law firms, including Shearman & Sterling and Cravath. But the associates were less distinguished. In fact, Gravante admits the merger was attractive in part because his firm had had trouble luring top recruits. Boies Schiller hired all of Gravante’s associates but did not put them on its partnership track. “Barrett Gravante is perfectly good,” says a former Boies Schiller associate. “But when a corporation hires Boies Schiller, they think they are getting Cravath-level people. The [associates] who started at Barrett Gravante were not Cravath [level].” The Zack merger raised still more questions. At the time of the merger, lawyers at Boies Schiller say, they had heard of Stephen Zack, but not much about his firm. And most of the lawyers at the Zack firm, both associates and partners, didn’t possess the sorts of backgrounds, at least on paper, that one finds at elite firms. Boies concedes this but asserts, “The correlation of who is a great litigator and their paper pedigree is not that close.” If Boies Schiller had grown too fast, Flexner adds, the firm would be losing business. Just the opposite has happened, he says: “The market is moving towards us.” Ultimately, Boies Schiller’s standing will be determined by its work product. There, too, the firm draws mixed reviews. Many lawyers give Boies Schiller high marks. Paul Grand, a New York criminal defense lawyer who is active in the Qwest and Adelphia cases, says he has worked closely with many Boies Schiller lawyers. “Each one,” says Grand, “was a uniformly fine lawyer.” Other lawyers are less impressed. “I think the firm can be stretched thin at times,” says a former associate. “You want to do the best work you can, but you may not have enough time to do it.” Another ex-associate offers: “There can be a problem of [associates] being spread too far out. Some associates rise to the occasion, but sometimes there are not enough hours in the day to put in super-high-end work.” One such instance, according to former firm lawyers, was Boies Schiller’s representation of Calvin Klein Inc. in a dispute with his jeans manufacturer, Warnaco Group Inc. Klein filed suit in New York in 2000, claiming that Warnaco had degraded his brand by distributing his jeans to bargain stores, such as Costco. Klein sought to terminate Warnaco’s license to manufacture and distribute his jeans. U.S. District Judge Jed Rakoff put tremendous pressure on the lawyers (Warnaco was represented by Williams & Connolly) by insisting that all discovery be completed in six months. The lawyers had to sort through more than 1 million documents, according to court records. There were also a plethora of depositions, from Boston to Seattle, and a mountain of motions to file. David Boies was the partner in charge of the Klein case, but during the middle of it he got involved in the little election fracas down in Florida. As Klein v. Warnaco careened toward trial, Boies Schiller had trouble keeping up, according to lawyers who were then at the firm. “[The case] was way understaffed,” says one of the Boies Schiller lawyers. “It was thought of as a badly run case,” says another lawyer from the firm, who believes that the quality of Boies Schiller’s briefs suffered as the case dragged on. A review of the case file suggests as much. On Dec. 15, 2000, for example, during a stretch when the firms exchanged a flurry of summary judgment motions, Boies Schiller filed a brief riddled with typographical errors. The parties settled the case in early 2001, with both sides claiming victory. Warnaco got to keep making Calvin Klein jeans, but it had to limit the extent of its distribution to bargain outlets. “[The Boies Schiller lawyers] were so lucky that case settled,” says a former attorney at the firm. “In no way were they prepared to go to trial.” Gravante says that the firm devoted more than adequate resources to the case. “The whole Gore thing right in the middle of it didn’t make life any easier,” he says, “but we were more than ready to not only try the case but to win the case.” Adds Pamela Bradford, the general counsel of Calvin Klein, “Everyone was stretched thin. We were working 20 hours a day, seven days a week, and it didn’t stop from the moment the case started.” But Boies Schiller performed well under the circumstances, she says, and scored a good settlement: “In the company’s mind, it was a victory.” Boies Schiller may have emerged from the Calvin Klein case unscathed, but it must guard closely against future missteps — with each major case it lands, the ranks of Boies-bashers swell. A common refrain among litigators is that Boies’ stock is overinflated and that it’s destined for a correction. “David Boies is like Rudy Giuliani, post-9/11. He can do no wrong,” says a New York trial attorney. “But nothing stays up forever.” Boies Schiller seems to have recognized the need to proceed more cautiously. Firm leaders, for example, have sworn off larger acquisitions on the scale of Barrett Gravante and Zack Kosnitzky. Henceforth, both Boies and Schiller say, they will grow organically, by hiring lawyers out of law school. “I think we’ll add another 30 to 40 people over the next 12 to 18 months,” Schiller says. “And then we’ll pretty much settle down.” The firm has even formed a recruiting committee to oversee growth. It has also recently created committees to deal with technology and compensation issues. Boies laughs when he considers that his firm is becoming the sort of bureaucratic animal that he fled more than five years ago. “It is not that bad,” he says. Adds Gravante: “These committees are responsive to the fact that we’ve grown and need more [administrative controls].” The relevant question now for Boies is not whether he can build a star law firm but whether he can sustain one. Thomas Goldstein, the former associate of the firm, who now heads D.C.’s Goldstein & Howe, offers this remedial advice: “If Boies Schiller could just stop, cull out 10 percent of the associate pool, and take 20 percent fewer cases, it would be a perfect firm.” Boies Schiller is not about to stop, but at least it’s slowing down. And that is saying a lot for a law firm that, so far in its young life, has driven at only one speed. Related chart: Like Wild Fire

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