The Dewey & LeBoeuf bankruptcy yielded an information-rich gem late Thursday, when advisers overseeing the defunct firm’s trip through Chapter 11 filed a 355-page financial statement detailing various payments made amid Dewey’s death spiral, gross revenue figures for certain debtor entities in 2010 and 2011, and the six potential merger partners that reviewed Dewey’s audited financial reports during its final days.
According to the 355-page filing, Dewey’s domestic U.S. unit and certain foreign affiliates had $628.4 million in gross revenue in 2010, $655 million in gross revenue in 2011, and roughly $192.6 million in gross revenue through the first few months of 2012.
The figures represent monies accrued by the offices that comprise the bankrupt firm’s estate and are directly subject to its Chapter 11 case. The foreign offices included in proceedings before the U.S. bankruptcy court in Manhattan include those in Abu Dhabi, Almaty, Beijing, Brussels, Doha, Dubai, Frankfurt, Hong Kong, and Moscow. A separate LLP formed under U.K. law includes the firm’s London and Paris offices. The other nondebtor affiliates are those that operated in Johannesburg, Madrid, Milan, Riyadh, Rome, Säo Paulo, and Tbilisi.
As a result, the gross revenue numbers listed in the filing differ from the restated figures reported for Dewey by The American Lawyer in April—a revision prompted by a March 27 Bloomberg story in which firm leaders offered up earnings figures at odds with what The Am Law Daily had attributed to Dewey in March as part of its early Am Law 100 reporting. (Neither of those sets of numbers excluded revenues generated by Dewey’s overseas offices.)
After reviewing audited financial statements for the firm—the contents of which were confirmed by a former Dewey partner as well as a partner still with the firm at the time—The American Lawyer’s April restatement revised Dewey’s gross revenue figures for 2010 and 2011 downward to $759.5 million and $782 million, respectively.
The 2011 gross revenue figure was significantly lower than the $935 million initially reported by The Am Law Daily in March, when Dewey chairman Steven Davis put a positive spin on the firm’s fiscal affairs. A little more than a week after that story appeared, however, the bulk of the firm’s insurance industry transactional team bolted for Willkie Farr & Gallagher in a move that helped spark a partner exodus that, among other things, forced Dewey to pursue possible merger partners before finally filing for bankruptcy in late May. (The American Lawyer reported in detail on the various factors that contributed to Dewey’s demise in a feature story in the magazine’s July/August issue.)
The statement of financial affairs identifies Ernst & Young as the firm’s auditor since 2010. The filing shows that Dewey paid the global accounting firm $114,807 in April, while rival PricewaterhouseCoopers received four payments totaling $328,275 in March, April, and May.
The Am Law Daily contacted the two former Dewey partners now working for the firm’s estate—general counsel Janis Meyer and M&A partner Stephen Horvath—as well as Dewey’s bankruptcy counsel, Albert Togut of New York’s Togut, Segal & Segal. All declined to comment on Dewey’s statement of financial affairs through a spokeswoman for its restructuring adviser Zolfo Cooper.
The Thursday filing detailing Dewey’s financial affairs shows that the firm paid Togut’s firm a total of $1.4 million in a series of four payments in April and May prior to the bankruptcy filing. Also receiving money from Dewey during that time were Zolfo Cooper ($600,000) and fellow restructuring firm Development Specialists ($615,768).
Others receiving payments from Dewey for services “related to debt counseling or bankruptcy” in the run-up to the Chapter 11 filing: financial adviser Goldin Associates ($660,000), crisis communications firm Sitrick Brincko Group ($215,134), New York’s Otterbourg, Steindler, Houston & Rosen ($308,882), Bingham McCutchen ($17,380), and Magic Circle firm Allen & Overy ($30,524), according to Thursday’s filing.
Bingham received its payments in September 2011—well before the extent of Dewey’s financial problems became public. The firm has been advising Dewey bondholders, according to our previous reports. An additional $1.6 million was paid in May to Kramer Levin Naftalis & Frankel, the firm that, as The Am Law Daily first reported that month, had been retained by JPMorgan Chase, the agent bank for Dewey’s lenders.
The filing also shows that as it fought to survive, Dewey tried to keep up with the litany of monthly rent, employee benefits, and legal services payments required of any major law firm. For instance, Thomson Elite, a legal software company owned by Thomson Reuters, was paid $591,359 for its services in the first few months of this year.
Legal recruiting, staffing, and consulting firms such as Blaqwell ($30,845), Corrao Miller Wiesenthal ($100,000), Donna Schwarz Consultants ($57,145), HireCounsel ($299,669), Kraft & Kennedy ($274,000), Major, Lindsey & Africa ($66,250), PeterSan Legal Temps ($212,147), and Robert Half Technology ($29,802) all received payments from Dewey in the months prior to its collapse.
Additional payments went to various Am Law 200 firms, including Paul, Weiss, Rifkind, Wharton & Garrison ($295,980), Shook, Hardy & Bacon ($268,707), Proskauer Rose ($197,826), Goulston & Storrs ($150,000), King & Spalding ($48,120), K&L Gates ($29,049), and Boies, Schiller & Flexner ($19,016). (It is unclear from the filing what services the firms rendered in exchange for those sums.)
Other firms receiving substantial payments include Los Angeles–based Gaims, Weil, West & Epstein ($496,638), Jefferson City, Missouri–based Cook Vetter Doerhoff & Landwehr ($297,016), Washington, D.C.–based employment boutique Keightley & Ashner ($200,000), and London-based Clyde & Co ($150,000).
(As The Am Law Daily has previously reported, Dewey was caught up in a large malpractice case in Missouri that settled earlier this year. Shook Hardy and Cook Vetter represented Dewey in that matter, and the firm’s bankruptcy filing in May showed that it still owed $473,696 to Shook Hardy for its services.)
Another interesting detail contained in Dewey’s statement of financial affairs is the list of Am Law 100 firms to which the debtor provided copies of its 2009, 2010, and 2011 financial statements “within the two years immediately preceding the commencement” of its Chapter 11 case. That list shows that Baker & McKenzie, Greenberg Traurig, Patton Boggs, Reed Smith, SNR Denton, and Winston & Strawn were among those that “signed confidentiality agreements and received due diligence packages during potential merger discussions.”
All six firms have picked up former Dewey lawyers, according to a database compiled by The American Lawyer on the whereabouts of the firm’s ex-partners. The Am Law Daily reported earlier this year that Greenberg Traurig was close to merging with at least a large part of Dewey, before allegations of criminal misconduct involving former chairman Davis helped scuttle those discussions. (Davis has denied any wrongdoing.)
A criminal probe launched by the Manhattan district attorney’s office into whether criminal acts did in fact play a role in Dewey’s collapse prompted the firm to hire security and compliance consulting firm Guidepost Solutions to assist in a since-stalled internal investigation. Dewey also hired former federal prosecutor Frank Wohl of New York’s Lankler Siffert & Wohl to advise it amid the criminal inquiry, according to our previous reports. Thursday’s filing shows Dewey paid Lankler Siffert $79,686 in May and Guidepost $15,000 that same month.
The statement of financial affairs lists Dewey—which boasted some 300 partners before it began its rapid descent into bankruptcy—as still having 13 partners. Besides Horvath and Meyer, who are functioning as the estate’s dissolution committee, the remaining partners identified in the filing are: Davis, Jean Alisse in Paris, Khalid Al-Thebity in Riyadh, Donna Gordon, Jacqueline Leopold, Robert Lorndale, and Henry Solano in New York, Todd McArthur in Washington, D.C., Bennett Murphy in Los Angeles, and Tanja Pfitzner and Benedikt von Schorlemer in Frankfurt.
At least some of that information was obsolete as of Friday. Wilson Elser Moskowitz Edelman & Dicker hired Solano last week, von Schorlemer joined Ashurst in June, Pfitzner left shortly thereafter to set up her own practice, and Patton Boggs picked up Al-Thebity at about the same time. Murphy is now a solo practitioner based in Pacific Palisades, according to California Bar records.
A separate document containing Dewey’s schedules A through H offers a fuller accounting of the firm’s assets and liabilities than the firm’s original Chapter 11 petition. The schedules include a list of 952 works of art, mostly paintings and photographs, valued at a combined $2.3 million. (The schedules also show that Dewey owes about $15,000 to various entities owned by ALM Media, parent company of The Am Law Daily.)
As The Am Law Daily reported Thursday, those advising the bankrupt firm’s estate have presented a revised settlement plan that seeks to raise $90.4 million from former partners to pay off creditors in exchange for a waiver from future Dewey-related liabilities. The new proposal asks for the firms’ former leaders to pay more than called for under an original plan seeking $103.6 million submitted to ex-partners earlier this month.
On Friday, U.S. bankruptcy judge Martin Glenn, the former O’Melveny & Myers partner overseeing the Dewey case, issued an order scheduling a hearing for next Tuesday on Dewey’s request to keep using its cash collateral. Dewey does not have approval to use the cash beyond July 31, and the firm needs an extension because it has pushed back until August 7 the deadline for former partners to sign on to the proposed settlement plan.