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The inside story behind a 15-partner exodus at elite law firm Boies Schiller

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  • David Boies, the star trial lawyer and name partner at Boies Schiller Flexner, is about to see 15 partners leave from his firm en masse. 
  • Business Insider spoke with more than a dozen people familiar with the exodus to provide a window into what's going on at the elite litigation powerhouse, which has had a steady wave of exits in recent months. 
  • Sources pointed to a 2017 California merger that went off the rails, as leaders told The Financial Times that the firm is going through a "restructuring."
  • Here's the inside story of the events leading up to the recent batch of partners who agreed to sign with the large law firm of King & Spalding. 
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Fifteen partners are leaving law firm Boies Schiller Flexner to join King & Spalding, marking a culmination of exits that insiders say can be traced, at least in part, to internal friction following a merger with a California firm.

Late last week, King & Spalding announced that 13 partners would join May 1, among them a white collar defense attorney who represented individuals charged in the college admissions scandal and another litigator who counted Chevron as a client.

Two other partners are forming a boutique firm, with plans to join King & Spalding later after working through a client conflict of interest. 

The moves sent tremors throughout the national legal community because Boies Schiller is no ordinary firm, led by the famous trial attorney David Boies, who earned star status by grilling Bill Gates in the Justice Department's antitrust case against Microsoft and then representing Al Gore in the 2000 Florida recount.

Over the past three years, though, Boies has come under scrutiny after media reports of his role as Harvey Weinstein's fixer, as well as his hardball tactics in representing Theranos, the failed medical technology startup, as chronicled in "Bad Blood," the book by John Carreyrou.

His firm Boies Schiller, which once grew to become about 350 lawyers after several mergers and hires, has seen a steady stream of partner exits over the past year, including prominent individuals who have advised clients ranging from Uber to Deutsche Bank.

Now it's at 285 attorneys, and firm leaders told The Financial Times that the coronavirus has prompted it to speed up restructuring plans that were already underway, which will mean consolidating 13 offices into six or seven, promoting a new generation of talent, and adding resources in areas like bankruptcy that they expect to be busy in the coming months.

Business Insider spoke with more than a dozen people familiar with the latest string of exits to provide a window into what prompted the exodus and what's happening inside Boies Schiller as it moves to transition management to a new generation of partners. 

Seeds of departures sown in ill-fated merger

Numerous partners in the recent batch of departures had joined Boies Schiller in 2017 as part of a merger with the California litigation boutique Caldwell Leslie, known for representing Hollywood studios, artists and other corporations. 

By at least five accounts, the merger did not go smoothly. 

Caldwell Leslie was a boutique with 27 lawyers in California. Its partners shared firm financial information with each other freely and enjoyed the flexibility of taking on client matters for studios, like Warner Brothers and Sony, even if some required lower rates. 

Those matters, according to people familiar with the firm, gave Caldwell a higher profile and made it an attractive destination for young associates fresh out of law school, who could see their cases in the Hollywood trade press. 

Besides that, it was a true partnership. Its attorneys convened every year in Palm Springs, sitting on the floor in the second home of name partner, Chris Caldwell, to exchange notes about how the firm was performing and what kinds of cases they might like to go after next.

But in 2016, partners began contemplating the firm's future. Associates who were up for partner were not yet substantial business generators to sustain firm revenues. And Caldwell, one of the most senior members, was considering when to wind down his practice. 

It was against this backdrop that a merger with Boies Schiller was struck.

Partners were excited about the deal, in part, because it meant bringing their practice to a national platform with a revered reputation for high-stakes cases. They received two-year pay guarantees, ranging from six to seven figures, with the opportunity to earn more based on performance. 

Soon after joining the firm, though, they began to realize the marriage was a mismatch, both culturally and practice-wise.

One partner who expressed opposition to the merger early on was Michael Proctor, who had represented sugar companies Ingredion and Tate & Lyle in a deceptive advertising case against corn refiners, according to people familiar with the matter. 

Proctor preferred working in a smaller firm environment, these people said. He stuck around for a year and then left in May 2018 for the 36-lawyer litigation firm, Durie Tangri. 

But others soon started leaving as well.

Linda Burrow, whose clients included major Hollywood studios, went in-house at Netflix in August 2018. And Robyn Crowther, a lawyer who had represented Old Navy in a trademark infringement trial, joined Steptoe & Johnson in January 2019. 

Both felt their practices didn't mesh at Boies Schiller for a variety of reasons, according to people familiar with the matter. 

Hollywood studios, for instance, found Boies Schiller's higher billing rates tough to swallow, according to three people familiar with the matter. And press coverage of David Boies' representation of Harvey Weinstein didn't do the Boies Schiller name any favors in those circles, these people said.

Upon joining Boies Schiller, Caldwell Leslie partners increased their billing rates between 25% and 30%, according to one of these people. Boies Schiller partners billed anywhere between $800 an hour to $1,600 an hour, whereas Caldwell Leslie had charged clients lower rates, in some cases in the $600s, this person said. 

On top of the practice misfit, partners experienced what several sources characterized as friction with Boies Schiller's New York office, when it came to things like approving new client matters and handling existing relationships.

And they also felt like they were kept in the dark about some things, like how compensation was settled and overall insight into firm finances. 

Nick Gravante, co-managing partner of Boies Schiller, acknowledged the concerns. 

"I think that the firm is incredibly transparent, but according to some people we have more work to do in that area," said Gravante. "And it's something that continues to be actively considered and worked on."

He said Caldwell Leslie did not integrate well with Boies Schiller overall, noting that some partners wanted to bring in "small matters" that he said "would potentially present major conflicts for us down the road." 

As for billing rates, he said that he believed a firm should have one coherent rate structure. And that Boies Schiller "cannot tell clients in New York, DC and Florida that these are our rates" and then change them for Los Angeles. 

"As it turned out there were cultural differences between the firm that manifested themselves throughout the three years," he said. 

"That doesn't mean our culture is better than theirs or their culture is better than ours," he added. "We just ended up being a complete cultural mismatch."

Some partners stay

Some partners, though, stayed with the firm despite the initial exits in 2018 and 2019. 

That included Chris Caldwell and Michael Leslie, the two co-founders of Caldwell Leslie, and David Willingham, a top white collar defense lawyer responsible for representing individuals charged in the Varsity Blues college admissions case.

Willingham was promoted to the firm's executive committee and spoke to The American Lawyer for a Feb. 10 article about the firm's transitioning business to a new generation of partners, so that it is not as reliant on the firm's founding partners. "It's no secret that the firm will be different in 10 years than it is today," he said, before adding, "That's true of every law firm."

But not long after, even Willingham was starting to entertain discussions with longtime colleagues at the law firm of King & Spalding, according to partners there. 

Willingham, et al, decide it's time

During a months-long recruiting effort by King & Spalding, Willingham met with old colleagues who he once worked with as a federal prosecutor in Los Angeles and chatted over lengthy, four- to five-hour dinners and drinks at places like the Pacific Dining Car and HMS Bounty.

In the end, talks accelerated over Zoom and virtual conference meetings, as the coronavirus prevented in-person talks, marking the end of a process that included some 50 King & Spalding partners, according to interviews with Los Angeles managing partner Peter Strotz, and another partner and longtime friend of Willingham, Joe Akrotirianakis. 

The incoming Boies Schiller group, altogether, is expected to bring over to King & Spalding some tens of millions in revenue, according to Los Angeles partner Peter Strotz.

"I think they were looking to make a move," he said of the hires, pointing to King & Spalding's entrepreneurial culture as one reason why the firm was attractive to them. 

"It's a great opportunity to get involved in an office where you're going to have a say," he said. "You're going to be able to lean in and help us shape not just our practices, but how we govern ourselves and how the office endures into the future."

That proposition was also attractive to Boies Schiller partners who did not hail from Caldwell Leslie. 

Notably, Quyen Ta, who had joined Boies Schiller from another elite litigation boutique, Keker & Van Nest two years ago, is one of the 15 partners to join King & Spalding.

"It was a hard decision but we made this decision to depart through consensus," Ta said. 

As far as what the departures mean for Boies Schiller going forward, sources close to the firm including former partners believe that its business can continue to thrive, so long as they don't see too many unwanted departures. 

It can go on, they said, as a smaller firm, focused on large, high-stakes disputes. But the jury is still out about what the restructuring will look like, including which offices it will shutter, as leaders adapt to a firm staffed with fewer lawyers. 

SEE ALSO: Bill McGlashan, the former TPG exec accused in the college admissions scam, isn't going down without a fight. His lawyers are locked in a battle with the government to turn up new evidence.

SEE ALSO: Jenner & Block, the elite law firm known for its work on Lehman Brothers and General Motors, just saw a 6-partner exodus

SEE ALSO: Elite law firm Irell & Manella — where partners make more than $3 million a year — is seeing turbulence and departures after merger talks with a rival firm fell apart

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