After the much ballyhooed merger between Dewey Ballantine and Orrick Herrington & Sutcliffe fell apart, many theories were bandied about as to why the deal disintegrated. See, e.g., here.
Now, from a British legal publication, The Lawyer, we get this fascinating report:
Orrick Herrington & Sutcliffe chairman Ralph Baxter demanded a guaranteed $25m (£12.92m) payout over five years, had the proposed merger with Dewey Ballantine gone through, The Lawyer can reveal.
Orrick’s management drafted an employment agreement for Baxter and Dewey chairman Mort Pierce to sign, which would have committed both partners to the newly merged firm for five years.
Pierce is understood to have refused to sign, prompted by the dissatisfaction of a number of Dewey partners with the terms of the agreement.
The significant remuneration for a non-fee-earning chairman is thought to have contributed to Dewey’s decision to walk away from the merger with Orrick.
Pierce is known to be the highest earner at Dewey, earning an extra $3m (£1.54m) in one year in bonuses alone. But he is also the highest biller, averaging more than 3,000 chargeable hours a year.
Balking at Ralph Baxter’s rich demand is understandable. But in hindsight, one can’t help wonder whether Dewey shouldn’t have just bent over and grabbed its proverbial socks. The DB partners who have walked out the door in the past few weeks probably took with them books of business totalling well over Baxter’s concededly greedy demand.
But the $25 million wasn’t the end of it. Check this out:
For Dewey, the combination of Baxter’s personal demands, which also included unlimited first-class air travel for himself and at least one family member, and the perceived imbalance in terms of post-merger management were the final straw in scuppering a deal that could have produced a $1bn (£514.5m)-turnover firm, which could have been in the global top 10.
Quips an amused tipster: “I laughed when I saw Baxter’s personal demand of unlimited first class travel for him + 1.
Seriously, does he think he’s Gnarls Barkley or what?”
Revealed: Baxter killed Dewey-Orrick merger [TheLawyer.com]