Warren Gorrell Jr. of Hogan & Hartson (now Hogan Lovells), at work in his office, May 18, 2007. (Photo: Diego M. Radzinschi/ALM)
Hogan Lovells CEO Stephen Immelt remembers a bike ride years ago with J. Warren Gorrell Jr.
He and Gorrell, Immelt’s predecessor as leader of the Global 100 firm, were climbing the French Alps. At mile 90, Gorrell stopped and felt ill.
“He said ‘You guys go ahead. Maybe I’ll see you or maybe I won’t,’” Immelt recalled. Immelt and a third rider, Hogan Lovells partner Dennis Tracey III, crossed the finish line. The two then turned around to look for Gorrell.
A mile from the top of the hill, there he was.
“He had powered his way up—I couldn’t believe it,” Immelt said. “I got a picture of the three of us. I look at that picture and remember that day, and I remember his determination and will. Warren likes to finish what he starts.”
Gorrell’s legal career has been at full speed for almost four decades. The longtime real estate transactional lawyer plans to cross his career finish line on the last day of 2016. At 62, Gorrell will formally retire from his $50 million-a-year practice after years of planning to step back from both firm leadership and deal work.
Hogan Lovells announced Gorrell’s official retirement Wednesday morning. Looking back on his career, Gorrell’s peers say he was one of most influential lawyers in Washington, D.C.’s legal industry.
Gorrell’s ascension to the partnership 30 years ago at what was once Hogan & Hartson reinvented how effective a junior partner could be, as he competed with other top lawyers to usher in new kinds of investment in real estate. His work as a rainmaker lifted a regulatory-focused firm in the nation’s capital into a more sprawling institution, one that became a player in global securities work.
Then, years later as leader of the firm, Gorrell added to the post-recession era of global legal expansion by leading Hogan & Hartson through its transatlantic merger with British firm Lovells.
“I don’t think you could possibly overstate his influence on Hogan & Hartson,” said Jeffrey Lowe, a former Hogan & Hartson partner and leader of the law firm group at legal recruiting giant Major, Lindsey & Africa. “All the rules were rewritten because of him and his ability to develop business. He was phenomenally influential in the growth of that firm.”
Gorrell is unable—or unwilling—to lay out exactly what challenges are next for him.
“The rest of my plan is to have no plan,” he said in a recent interview. “I cannot imagine honestly having done something else that would have been more gratifying than having had the career here that I’ve had. That’s part of why my plan on retirement is to have no plan. There’s just nothing I can do related to what I do now that’s going to be better.”
Finding a Home at Hogan & Hartson
A tall man with a broad smile and relaxed demeanor, Gorrell wears an orange bracelet, similar to the type for charities popularized years ago by the yellow Livestrong band. It rests next to his black Fitbit, and most people think the color combination is an homage to Princeton University, where Gorrell earned a bachelor’s degree in economics in 1976.
But Gorrell got the orange band at his Episcopalian Church during Thanksgiving two years ago. It signifies an “attitude of gratitude,” he said. “I’m one of those people who has a lot to be thankful for in every dimension of my life, so I just keep wearing it.”
Gorrell joined Hogan & Hartson three days after he graduated from the University of Virginia School of Law in 1979. His father, a civil engineer by trade who was the first in his family to attend college, developed real estate around Lexington, Kentucky. He then ran into financial troubles, a few a years older than Gorrell is now, and the younger Gorrell remembers more meager times.
“One of the reasons I started [at Hogan & Hartson] three days after graduating from law school is that the firm would pay full salary at that time, while I only had to work half-time and spend the rest of the time studying for the bar,” Gorrell said.
After a summer at Baker Botts in Houston, Gorrell chose Hogan & Hartson’s offer over another by Cravath, Swaine & Moore. That first year at Hogan & Hartson earned him about $25,000, he recalled. In his younger years, Gorrell thought he would eventually return to Kentucky.
“I had no idea the life I’ve led even existed when I grew up,” he said. “I just wanted to do everything I did as well as I could.”
He still visits the Bluegrass State on occasion to see his father, son and extended family. (Gorrell’s mother is deceased and his other two children live elsewhere.)
“There’s been a nice level of support flowing in their direction, so I think they probably think I’m doing O.K. not coming back to Kentucky,” he said.
Gorrell now owns his parents’ house, holds season tickets to the men’s basketball and football teams at the University of Kentucky, his son’s alma mater, and has sent nieces and nephews to college and graduate school, he said.
The Best Deals
Immelt, who became the sole leader of Hogan Lovells in 2014, flew to London with Gorrell and tax partner Prentiss Feagles on Sept. 15, 2008, the Monday that saw the collapse of Lehman Brothers Holdings Inc. The trio were already working on a plan that would see Hogan & Hartson combine operations with Lovells, a storied firm based in London.
In the bar at the five-star Goring Hotel near Buckingham Palace, the delegation from Hogan & Hartson ordered a bottle of wine and wondered what could be next for global business amid a burgeoning economic crisis. Immelt remembered suggesting that they wasted their time by traveling abroad.
“Maybe this is the best trip we ever made,” Gorrell responded.
Before that turning point for his career and his firm, Gorrell had always been a deal man. He traces the trajectory of his career back to one transaction in 1986.
The Pillsbury Co., a client of Hogan & Hartson that owned Burger King, also owned real estate where its various fast food franchises were located. The company wanted to sell interests in the real estate through a master limited partnership, a structure that was just emerging during the 1980s as an option for partnerships to raise capital. It was the deal that vaulted Gorrell from senior associate to the Hogan & Hartson partnership.
“We started to get some market profile of having done something that had not been done before [in real estate],” Gorrell said.
During negotiations, a young investment banker from Merrill Lynch—the underwriter represented at the time by Skadden, Arps, Slate, Meagher & Flom—hit it off with Gorrell.
“I’m trying to sell the securities and he’s trying to protect his client. We were fighting with each other, but we had strong debates,” said Richard Saltzman, a former Merrill Lynch director who later became the financial services giant’s global head of real estate.
Saltzman, now president and CEO of Colony Capital Inc., a real estate-focused private equity firm based in Los Angeles, respected the way Gorrell battled on the Burger King deal.
“I said, ‘The next time I have involvement with Warren, I want him representing me,’” he said. Saltzman and Merrill Lynch became Gorrell’s client, and the door opened for Hogan & Hartson to do more work with Wall Street.
Another historic deal opportunity arose in late 1992. Saltzman, Gorrell and others at Hogan & Hartson conceived of a plan to structure a partnership below a real estate investment trust, so the REIT could sell shares without a tax liability.
Gorrell’s issuance, for The Oliver Carr Co., happened just after another company, Taubman Centers Inc., offered the first initial public offering of a REIT operating partnership, called an UPREIT, according to the National Association of Real Estate Investment Trusts. Gorrell claims his work was the first of its kind because the Taubman deal “didn’t end up being the structure with all the elements of what we put together that was ultimately used.”
Goodwin Procter partner Gilbert Menna, chair of the firm’s real estate industry group and co-chair of its REITs and real estate M&A practice, handled the Taubman transaction. He and Gorrell have long competed for prominent real estate deals.
“We were healthy competitors with a fair amount of respect for each other,” Menna said. “We both did something beneficial for our respective firms. From D.C., [Gorrell] connected his firm and the corporate department to New York, and I did the same for Boston.”
Robin Panovka, another competitor and co-head of the real estate and REIT M&A groups at Wachtell, Lipton, Rosen & Katz, praised Gorrell for doing deals “without lots of drama and histrionics,” not an easy feat for someone who at his peak billed 3,300 hours a year.
“He’s one of those guys who’s very likable,” Panovka said.
Asked about his penchant for deal work, Gorrell said that one of the things he likes most about transactions is that “everyone has the same goal—to get something done.”
Perhaps one of Gorrell’s most influential M&A deals came once he was firm chair. Nine years after he took the top leadership post, Hogan & Hartson combined with Lovells, doubling the size of 1,200-lawyer Hogan & Hartson and its predominantly U.S. partnership.
“I don’t think anyone has come close, honestly, to replicating what we did,” Gorrell said of the merger of equals.
Gorrell had known the leaders of Lovells for years, and the two firms dreamed up the transatlantic tie-up without the help of consultants. The deal, which went live in 2010, followed others in the legal industry, and helped to etch a footprint for a Washington, D.C.-based firm that was much wider than its competitors. No two U.S. and U.K. law firms of the same size have unified since.
“I view Warren as one of the firm leaders of my generation who really understood where the law business was going in the early 2000s, and who patiently and realistically prepared his firm to compete successfully for the long haul,” said former Morgan, Lewis & Bockius chairman Francis Malone in an email. “One never heard of discontent or turmoil in Hogan Lovells while all of this was proceeding, which reflects Warren’s personal leadership skills and his character.”
Even now, the arrangement of Hogan Lovells is uncommon. While several massive global firms—such as Baker & McKenzie and Dentons—use the Swiss verein structure to keep separate their various global arms, Hogan Lovells operates as two primary partnerships in contract with one another, one being U.S.-centric and the other focused on the U.K.
“I think about the best idea I had was doing this merger,” Gorrell said. In July 2014, he made way for Immelt, stepping down as chairman and returning to his practice.
During his chairmanship, the firm employed some of the legal world’s most significant stars. Former partners include John Roberts Jr., now chief justice of the U.S. Supreme Court, and U.S. Attorney General Loretta Lynch.
Media representatives for Lynch and Roberts did not return requests for comment, but Gorrell said he informed them both in recent days about his pending retirement.
The partners and associates in Gorrell’s group at Hogan Lovells have kept secret his looming retirement for nearly a year. The practice, which has been preparing for his departure for years, now has about a dozen partners and a total of about 40 lawyers. Most are located in Washington, D.C., including Feagles and fellow partners Stuart Barr, Olesya Barsukova-Bakar, David Bonser, Cameron Cosby, Bruce Gilchrist, Eve Howard, Michael McTiernan, Matt Thomson Jr. and Shawna Tunnell.
“It’s actually similar to when I stepped down as the CEO. I looked around and I said, ‘Things are really good,’” Gorrell said. “It’s really nice honestly to be able to step back and say, ‘Everybody’s really ready for this.’”
Gorrell’s group has had roughly $50 million in revenue in recent years, he said, a number that is almost 3 percent of Hogan Lovells’ $1.82 billion in global gross revenue for 2015.
In recent months, Gorrell said he has worked on a spreadsheet that carries the information for his various clients and contacts. His teammates will now inherit that business. The total hours that Gorrell bills in a year have slowed down, to just 1,500 in 2015, and even fewer this year.
“I feel it’s my job to make sure everything we worked so hard to build continues,” he said. “You cannot have a practice like we have without having a great team.”
Though Gorrell was often a key partner in much of the work, many of Hogan Lovells’ major relationships have already transitioned to other partners or are institutional clients of the firm.
For instance, Gorrell had a role when General Electric Co. used Hogan Lovells to sell most of its real estate portfolio in a $23 billion deal last year with The Blackstone Group LP and Wells Fargo & Co., the largest real estate M&A deal since the economic downturn of 2008.
But Immelt and others at Hogan Lovells have become the de facto stewards of the firm’s relationship with GE, one of its most important client relationships. Immelt’s brother is GE chairman and CEO Jeffrey Immelt. (Gorrell also has a family connection—his brother-in-law, John Rice, is vice chairman at GE in Hong Kong.)
“He’s introduced other people, and then he let them run,” said Brackett Denniston III, a recently retired longtime legal chief at GE who is now senior counsel at Goodwin Procter. “When he turned the reigns over to Steve Immelt, he didn’t have to babysit Steve. Steve had the relationship.” Added Denniston: “One thing about Warren—his ego is under control.”
Hogan Lovells has already been through the process of Gorrell stepping back from its core operations when he reduced his legal practice to become Hogan & Hartson’s chairman in 2001, and again when he left his CEO role two years ago. Since then, Gorrell has held the title of CEO emeritus and worked with Immelt to make certain ventures work smoothly, such as the firm’s 2014 combination with Mexico’s Barrera, Siqueiros y Torres Landa.
“I’d say I’m supporting Steve,” Gorrell said when asked about his emeritus role. He will retain the position next year, but Gorrell, who will be 63 in February, noted that he will no longer be an equity partner in the firm. He is looking forward to skiing, a sport he enjoys when at his second home in the Deer Valley alpine resort in Park City, Utah.
An intense amateur bike ride is also on the agenda for July. Gorrell plans to cycle from London to Paris—about 300 miles over four days—in an organized ride that finishes down the Champs-ÉlysÉes the day before the final sprint in the Tour de France.
But does retirement look that different from the life Gorrell has led in recent years?
He said he still plans on coming into the firm, where he will hold on to his corner office, which is adorned with Oriental rugs, plants and an old Hogan & Hartson sign. Ongoing renovations will force him to move to one of the firm’s smaller, uniform-sized offices in July 2017.
“If somebody comes and asks me a question or whatever, I’m going to be helpful,” added Gorrell, when asked about the practice of lawyering.
He will also continue to assist Hogan Lovells in developing relationships, meeting new clients and keeping existing clients happy.
“I don’t anticipate that it will be retirement in the conventional sense of the word,” Gorrell said. “I’m definitely not going to be sitting on my La-Z-Boy watching TV.”