Monthly Archives: September 2008

Q & A with Meridith G. Cannon

Today Chicago Lawyer talks with Meridith G. Cannon, a partner in the corporate services group at Quarles & Brady who has been practicing for eight years.

What do you find the most interesting about your practice?

As a corporate lawyer and business adviser, I have the pleasure of working with a number of clients operating their businesses in various industries.  The variety of my client base results in different types of projects: mergers and acquisitions, commercial contract negotiation and preparation, corporate governance matters, etc.

The breadth of my practice requires me to become a mini-expert in the industries in which my clients operate, and it allows me to wear different hats depending on client needs. Sometimes I am the M&A specialist; at other times I work as an outside general corporate counsel.  I also come into contact with a number of wonderful attorneys who focus on more specialized areas of law such as employee benefits, labor, real estate and environmental matters.  When I am quarterbacking a corporate transaction, it is very rewarding to coordinate the efforts of the various specialists for the client, who is often  taking part in one of the most important events of his or her life — such as buying or selling a business.  I derive great satisfaction from playing a part in the great events of my clients’ lives.

What makes a good lawyer?

A good lawyer is a good listener with a skeptical ear. This is not to say that such a lawyer is a “deal-breaker” — it is quite to the contrary.  I believe that a good lawyer’s objectivity runs close to skepticism, and when that happens, sound legal advice can be provided to the client.

A good lawyer will help the client work through all the aspects — good and bad — of a transaction. This is an invaluable service to a client if due diligence reveals negative information or the negotiation process heads in a direction that is not in the best interests of the client. Fortunately, with respect to the vast majority of the transactions on which I work, the transaction is a positive one for the client, with few surprises, and deals are successfully closed.

What is the biggest legal news right now, and what is its impact?

Obviously, the economic downturn in the U.S. has negatively impacted the deal flow that kept so many corporate lawyers busy during the past few years.

However, due to upcoming changes in some of the accounting rules, specifically, the revised version of Financial Accounting Standards No. 141, there may be an up-tick in deal flow prior to the end of the year.  Revised FAS 141 implements an accounting move in favor of fair-value accounting in connection with business combinations so that the financial records of acquirers more accurately reflect the true value of the business being acquired.

In the past, transaction costs such as legal, consulting, banking and other professional fees were treated as part of the purchase price of the transaction. Revised FAS 141 departs from this accounting treatment and requires that the acquired assets and liabilities be recorded at their fair value as of the acquisition date, and transaction costs are to be expensed by the acquirer during the period in which they are incurred. Because the acquirer will no longer be able to capitalize such expenses, revised FAS 141 will make business combinations more expensive to an acquirer’s earnings, thus impacting the acquirer’s bottom line.

Revised FAS 141 will apply prospectively to any business combination closing in a fiscal year beginning on or after Dec. 15, 2008.  Accordingly, corporate practitioners may see an increase in deal flow from acquirers trying to close transactions prior to the time that this new rule goes into effect.

Q & A with Meridith G. Cannon

Today Chicago Lawyer talks with Meridith G. Cannon, a partner in the corporate services group at Quarles & Brady who has been practicing for eight years.

What do you find the most interesting about your practice?

As a corporate lawyer and business adviser, I have the pleasure of working with a number of clients operating their businesses in various industries.  The variety of my client base results in different types of projects: mergers and acquisitions, commercial contract negotiation and preparation, corporate governance matters, etc.

The breadth of my practice requires me to become a mini-expert in the industries in which my clients operate, and it allows me to wear different hats depending on client needs. Sometimes I am the M&A specialist; at other times I work as an outside general corporate counsel.  I also come into contact with a number of wonderful attorneys who focus on more specialized areas of law such as employee benefits, labor, real estate and environmental matters.  When I am quarterbacking a corporate transaction, it is very rewarding to coordinate the efforts of the various specialists for the client, who is often  taking part in one of the most important events of his or her life — such as buying or selling a business.  I derive great satisfaction from playing a part in the great events of my clients’ lives.

What makes a good lawyer?

A good lawyer is a good listener with a skeptical ear. This is not to say that such a lawyer is a “deal-breaker” — it is quite to the contrary.  I believe that a good lawyer’s objectivity runs close to skepticism, and when that happens, sound legal advice can be provided to the client.

A good lawyer will help the client work through all the aspects — good and bad — of a transaction. This is an invaluable service to a client if due diligence reveals negative information or the negotiation process heads in a direction that is not in the best interests of the client. Fortunately, with respect to the vast majority of the transactions on which I work, the transaction is a positive one for the client, with few surprises, and deals are successfully closed.

What is the biggest legal news right now, and what is its impact?

Obviously, the economic downturn in the U.S. has negatively impacted the deal flow that kept so many corporate lawyers busy during the past few years.

However, due to upcoming changes in some of the accounting rules, specifically, the revised version of Financial Accounting Standards No. 141, there may be an up-tick in deal flow prior to the end of the year.  Revised FAS 141 implements an accounting move in favor of fair-value accounting in connection with business combinations so that the financial records of acquirers more accurately reflect the true value of the business being acquired.

In the past, transaction costs such as legal, consulting, banking and other professional fees were treated as part of the purchase price of the transaction. Revised FAS 141 departs from this accounting treatment and requires that the acquired assets and liabilities be recorded at their fair value as of the acquisition date, and transaction costs are to be expensed by the acquirer during the period in which they are incurred. Because the acquirer will no longer be able to capitalize such expenses, revised FAS 141 will make business combinations more expensive to an acquirer’s earnings, thus impacting the acquirer’s bottom line.

Revised FAS 141 will apply prospectively to any business combination closing in a fiscal year beginning on or after Dec. 15, 2008.  Accordingly, corporate practitioners may see an increase in deal flow from acquirers trying to close transactions prior to the time that this new rule goes into effect.

Drinker Biddle’s scholarship

In 1995, what was then Gardner Carton & Douglas, started a college scholarship for its staff members’ children, said Glenn Ferencz, a partner at Drinker Biddle & Reath.

The firm later renamed the scholarship the Stephen M. Gatlin Scholarship after Gatlin, a lawyer at the firm who died in 1997 of lung cancer, said Edwin A. Getz, a managing partner, and regional partner in charge of the Chicago office.

“Steve was really an outstanding corporate lawyer, but he was a very sort of quiet and private person and very well-liked here and very well-regarded,” said Ferencz, who was a close friend. “As we learned a little bit more about him we realized he was very involved in a number or different organizations that promoted education and helped children.

“While he was at Gardner Carton, he was a mentor for younger attorneys here and he was very free with his time to help them develop and learn about the practice of law.”

The firm announced recently that it has increased the scholarship amount from $2,500 to $5,000, and it will now go to a child of a staff member in any of the firm’s offices, Getz said.

A committee studies the different applications, and looks for not only a student’s academic success, but also a concentration on social responsibility, Getz said. While one new person receives the scholarship each year, the firm can award four in one year because the scholarships are renewable for four years if the students stays in good academic standing.

“It’s really very gratifying that it helps keep Steve’s memory intact at the firm,” Ferencz said. “It’s really very meaningful to the staff and the family who gets it …

“I’ve been involved with the award. I was very close with Steve and very good friends. We were fishing buddies, and his loss was a tremendous loss.”

Q & A with Anne Hamblin Schiave

As part of our weekly online Q & A, we talk with Anne Hamblin Schiave, a partner in corporate and mergers/acquisitions at Holland & Knight. She has been practicing for over 30 years.

What do you find the most interesting about your practice?

The people–usually clients–and the business challenges they confront. The business world is changing so radically and so fast that our clients need to identify opportunities and problems on a weekly, if not daily basis. Crafting the responses to those opportunities and problems is an ever-evolving challenge requiring an open mind, new skills, and courage. I enjoy and admire how clients evolve in response to both their personal and professional lives.

What makes a good lawyer?

All lawyers need a minimal level of substantive knowledge and skills, but what makes a good lawyer is intellectual curiosity, an ability to achieve results, and dedication to the interests of her clients. An intellectual curiosity about the context in which the legal problems arise provides a lawyer with not only alternative avenues to assist her client, but also the insights to redefine what the client really needs or wants.

To be a good lawyer, one must achieve results, which can translate into (depending on your area of practice) filing the brief on time, meeting the client on Sunday morning, biting one’s tongue with arrogant opposing counsel, anticipating the bank’s position at the closing table, finding third parties to support the client’s position, and listening to the client’s personal woes before he commits to a substantial business decision.

Finally, a good lawyer is dedicated to the interests of the client because lawyers are in the “personal service” business: a good lawyer applies her personal intelligence, skills, experience and insights into making the client look better or perform better than the client would do without her.  To me, dedication to the client’s interests does not include breaking the law, or playing loose with the rules, or sacrificing the lawyer’s integrity, because doing so will, at most, only help the client’s short-term interests.  Long-term interests of the clients always depend on compliance with the law, the rules, and integrity, and, sometimes, it is the responsibility of a good lawyer to reminder her client of that fact.

What is the biggest legal news right now, and what is its impact? 

The remaking of the financial markets: given that our legal system is based on a capitalist society, everything in the legal system is driven by the state of the economy, the direction it is moving, and the speed at which it is moving.

Q & A with Anne Hamblin Schiave

As part of our weekly online Q & A, we talk with Anne Hamblin Schiave, a partner in corporate and mergers/acquisitions at Holland & Knight. She has been practicing for over 30 years.

What do you find the most interesting about your practice?

The people–usually clients–and the business challenges they confront. The business world is changing so radically and so fast that our clients need to identify opportunities and problems on a weekly, if not daily basis. Crafting the responses to those opportunities and problems is an ever-evolving challenge requiring an open mind, new skills, and courage. I enjoy and admire how clients evolve in response to both their personal and professional lives.

What makes a good lawyer?

All lawyers need a minimal level of substantive knowledge and skills, but what makes a good lawyer is intellectual curiosity, an ability to achieve results, and dedication to the interests of her clients. An intellectual curiosity about the context in which the legal problems arise provides a lawyer with not only alternative avenues to assist her client, but also the insights to redefine what the client really needs or wants.

To be a good lawyer, one must achieve results, which can translate into (depending on your area of practice) filing the brief on time, meeting the client on Sunday morning, biting one’s tongue with arrogant opposing counsel, anticipating the bank’s position at the closing table, finding third parties to support the client’s position, and listening to the client’s personal woes before he commits to a substantial business decision.

Finally, a good lawyer is dedicated to the interests of the client because lawyers are in the “personal service” business: a good lawyer applies her personal intelligence, skills, experience and insights into making the client look better or perform better than the client would do without her.  To me, dedication to the client’s interests does not include breaking the law, or playing loose with the rules, or sacrificing the lawyer’s integrity, because doing so will, at most, only help the client’s short-term interests.  Long-term interests of the clients always depend on compliance with the law, the rules, and integrity, and, sometimes, it is the responsibility of a good lawyer to reminder her client of that fact.

What is the biggest legal news right now, and what is its impact? 

The remaking of the financial markets: given that our legal system is based on a capitalist society, everything in the legal system is driven by the state of the economy, the direction it is moving, and the speed at which it is moving.

Law firm hosts hotline

Wildman, Harrold, Allen & Dixon recently announced that it is one of the first Chicago law firms to host a free telephone hotline to provide legal aid to low-income residents in Cook County with a primary focus on landlord/ tenant issues.In joining the initiative, called the Go Bono Program, the firm is partnering with Coordinated Advice & Referral Program For Legal Services (CARPLS), a non-profit agency that offers free assistance for the everyday legal problems confronting low-income residents of the community.

As part of the program, Wildman Harrold attorneys will sign up to field hotline calls at the firm’s Chicago office, as their time and schedule permits. The volunteer attorneys will assist callers with basic landlord-tenant problems, such as evictions, security deposit disputes, and below standard living conditions in apartments and rental homes.

As all client engagements begin and end on the same day with the hotline program, volunteering is feasible even for lawyers with limited time to commit. In helping clients understand their rights and the remedies available to them, Wildman Harrold’s volunteers will have the additional support of CARPLS’ supervising attorneys, and, if in-court representation is required, the ability to refer callers to an appropriate full-service legal aid agency.

The Go Bono Program serves residents who are at or below the federal poverty level – about $41,300 for a family of four — and who typically cannot afford the services of a private attorney. Go Bono is an extension of Cook County’s legal aid hotline, which CARPLS operates, and which assists more than 39,000 people annually.

David Askew, Wildman Harrold’s director of pro bono and community service, said he hopes the hotline empowers people by teaching them their rights. For example, they need to know such basic tenant information as their right to receive interest on their security deposit, and why they are entitled to receive their security deposit back.

Askew said he also hopes it empowers the firm’s lawyers to participate in other pro bono projects.

“Housing is one of our life requirements,” Askew said. “Many tenants would find our legal advice to be one of the most valuable things they receive, particularly if they are being wrongfully evicted.

“It gives our attorneys a little taste of what I like to call ‘public interest law.’ To have tenants, before they hang up the phone, thank them profusely; to have that attorney come back to me and say I want do to more — that is what I want.”

He said he also hopes that other firms learn about this project and donate their time to the hotline.

Prior to taking part in the initiative, Wildman Harrold’s volunteer attorneys will undergo full training on site, provided by CARPLS. The lawyers are expected to start manning the hotline this Thursday, and will do it every Thursday, Askew said.

Q & A with John Anderson

Today we talk with John Anderson, an associate at Thompson Coburn Fagel Haber, who practices in the firm’s business litigation group.After graduating from The John Marshall Law School in 1999, he clerked for Justice Thomas L. Kilbride on the Illinois Supreme Court, and for Justice Robert C. Buckley on the Illinois Appellate Court.

He is also an elected official, serving on the Will County Board of Commissioners and the Will County Forest Preserve Board. He is also on the Board of Directors for the Lawyer’s Trust Fund.

What do you find most interesting about your practice?

I am fortunate that I often have an opportunity to work on complex cases and issues.  Often the issues are ones of first impression, or involve nebulous concepts like economic loss doctrine, restrictive covenants, or constitutional questions. My job offers a great blend of practical lawyering (such as making an argument in court or deposing a witness) and an almost academic level of sophistication. Nearly every case is unique, and lends itself to new opportunities of learning and applications of concepts.

What makes a good lawyer?

I suppose there are a lot of necessary attributes, including legal and practical skills, preparation, continuing education, empathy, integrity, and dedication, to name just a few.  The one that sticks out most in my mind, however, is a desire to serve a higher purpose.  As lawyers, we have a meaningful impact on peoples’ lives and the society in which we live. It is a real responsibility to take part in a major lawsuit, for example. I have worked on cases where the livelihood of a company and its employees (and their families) were on the line.

I’ve worked on cases involving the pensions of firefighters and police officers, and cases involving public finances and tax-dollar expenditures. These sorts of lawsuits help shape the future of our communities and our neighborhoods, and a good lawyer is cognizant of the responsibility and trust that others place on him.

What is the biggest legal news right now and what is its impact?

I was just reading about the California Supreme Court’s ruling on gay marriage. This ruling is just the latest in a recent string of cases considering the constitutional implications of gay relationships. While the cases do not impact me personally, I think they are interesting because they involve the evolution of civil rights and constitutional jurisprudence, and it is very much becoming a new civil rights movement. I was not around for the civil rights movement of the 1960s, so I think this one is interesting to watch as a lawyer, regardless of whether one views it as a good or bad thing.