Dissolution

Thelen LLP new logo.jpgThelen has officially announced they will dissolve.

According to the release, Thelen:

[B]reached a partner departure covenant that restricts the number of partners who may depart the firm within any twelve month period.

In other words, the bank pulled Thelen’s line of credit, much like they said was not going to happen.

Most disturbingly, Thelen apparently does not think it is obligated under federal regulations:

Although not necessarily required, Thelen is seeking to pay its employees 60 days salary under federal and state WARN Acts. The firm is also seeking to pay all accrued vacation pay. The response to date from the bank is that it will fund employee salary through Nov. 30, but will not pay accrued vacation pay. Both of these issues are still under discussion.

We’ll see how that flies in court, which is undoubtedly where this will end up.

Read the full press release after the jump.

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Thelen LLP new logo.jpgAfter yesterday’s news that Thelen Chairman Stephen O’Neal was in talks to move to Howrey, the Thelen partnership met today.

That meeting is still ongoing, but early reports are that a partnership committee recommended dissolution to the full partnership.

The firm has been maintaining that they had a plan that would avoid dissolution ever since their proposed merger with Nixon Peabody fell through.

Update (5:05): As we understand it, Thelen has two different options from this point.

Option 1 is the plan they have arguably been pursuing: breaking up the firm practice group by practice group to interested parties. As we reported yesterday, this is the best option to save associate jobs. However, that plan is dependent on Thelen’s banks signing-off on the plan and maintaining their line of credit. Did Stephen O’Neal’s aggressive and ultimately public pursuit of his own lifeboat at Howrey scuttle that option? Once everybody is told that the managing partner could be leaving in ten days, why would other potential suitors compete for full Thelen practice groups? Instead, it’s easier to wait for an official dissolution and cherry-pick the rainmakers. This is what happened to Heller.

Option 2 is essentially what happened to Heller. If the full partnership accepts the recommendation and dissolves, this would likely trigger the WARN Act. As we know from the Heller situation, employees are entitled to 60 days notice. Many people predicted that Thelen would move to dissolve this week, last week one tipster told us that Thelen wanted to wrap up their operations before the end of the year. If true, that all but necessitates an official dissolution announcement this week. But, as Heller teaches us, just because you get 60-days warning doesn’t mean you get 60-days pay. We know that various Thelen associates were told that this type of dissolution was not going to happen. But … it appears to be happening.

Click here for Thelen’s official press release.

Thelen Launches Dissolution Vote [LegalPad]

Earlier: Weebles Wobble, But Does Thelen Fall Down?

Thelen LLP new logo.jpgWe’ve spent the day collecting our Thelen rumors. This morning The Recorder reported that Thelen chairman Stephen O’Neal has been in talks to move to the D.C. firm Howrey. Apparently, he’s poised to take 30 attorneys with him.

The firm is set to hold an all partner meeting on Tuesday to discuss their options:

A much anticipated all-partner meeting is being held Tuesday, according to a Thelen partner, although the agenda hasn’t been made available to rank-and-file partners. The meeting had been set for last Thursday, but was rescheduled at the last minute.

“It’s certainly clear to us as industry observers that Thelen has reached a tipping point,” said William Nason, a recruiter with San Diego-based Watanabe Nason Schwartz & Lippman. “It’s amazing to us how quickly firms dissolve when they get to that point.”

Distinguishing Thelen from other dissolution targets after the jump.

double red triangle arrows Continue reading “Weebles Wobble, But Does Thelen Fall Down?”

Heller Ehrman LLP Above the Law blog.JPGThree Heller Ehrman employees have decided to sue the firm. They allege that the firm owes them wages under the WARN act, as well as the California state labor code.

According to The Recorder:

The named plaintiffs are Laura Werth, a technology assistant in San Francisco who joined the firm in September 1996; Carl Goodman, a senior manager of business development in Seattle who joined the firm in September 2005; and Anna Scarpa, a manager of professional services who joined the firm in October 2006. Werth and Goodman were laid off on Oct. 10, while Scarpa was laid off Oct. 17.

Matthew Helland, the Nichols Kaster attorney representing the employees, could ask for $5 million in damages.

Heller management must have seen this coming, but that doesn’t mean they will prevail.

Read the complaint here.

Heller Faces Class Action Suit by Laid-Off Employees [Law.com]

Welch, Goodman, and Scarpa v. Heller Ehrman.pdf

Earlier: So Much For 60 Days WARNing: Part II

Heller Ehrman LLP Above the Law blog.JPGAnother week, another Heller Ehrman action that is out of step with their original dissolution plan.

This time it looks like even “essential” Heller employees and associates are being terminated at the end of this week.

After the jump, read the full Heller Dissolution Committee Letter. And notice how similar it is to the last one.

double red triangle arrows Continue reading “So Much For 60 Days WARNing: Part II”

“Non-essential” Heller Ehrman people, it’s time to pack it up:

Heller Ehrman LLP Above the Law blog.JPGIt is with a great deal of regret that we write to inform you that we will not be able to pay you for work performed after today, Friday October 10 and, as a result, that your employment with the firm will be terminated today. We also expect that we will need to inform other employees over the following two weeks that we are unable to pay them any further and will need to terminate their employment. We do expect that we will be able to continue to pay some people for a longer period of time. Regular paychecks will be provided today but because of the volume of final paychecks we will need to prepare, it may take a few days to get your final paycheck to you. We know this is important to you but please be assured your colleagues in the Payroll Department will be working as hard and as quickly as they can to get you your paycheck.

These actions have been forced upon us by the two banks — Citibank and Bank of America — that control our ability to make any payments. Generally, they have refused to pay employees who we cannot convince them are necessary (as they define it) for the wind down efforts. We understand how upsetting this news is. You should continue your activities to serve clients, including, where applicable, to bill your time. Time billing and client service are two of the criteria the banks are examining in our continuing negotiations with them to maintain an orderly transition.

We want to thank you for your professionalism and forbearance to date and ask you to continue to proceed with the same degree of professionalism you have demonstrated during your valuable service to the firm and to its clients.

The Dissolution Committee

The rest of the bad news, after the jump.

double red triangle arrows Continue reading “Anatomy of a Dissolution: So Much For 60 Days WARNing”

Heller Ehrman LLP Above the Law blog.JPGWhen Heller Ehrman dissolved in late September, associates and employees were informed via a firm-wide email.

Since then, Heller management has had email communication with employees, but (to our knowledge) they have not revealed their official dissolution plan.

We got our hands on the 43-page operating document. In addition to a detailed discussion of the firm’s balance sheet, the plan lists the firm’s priorities during the dissolution. One priority is to preserve and protect the firm’s assets “for the benefit of, first, the creditors, … and thereafter the Shareholders of the firm and the former Shareholders of the firm.”

The full dissolution plan can be downloaded below. Check it out and see what interesting nuggets you find.

Plan of Dissolution.pdf (PDF)

Earlier: Prior ATL coverage of Heller Ehrman’s Dissolution

Heller Ehrman LLP Above the Law blog.JPGIf any Heller Ehrman attorneys were hoping that a major firm would sweep in and hire a whole bunch of Hellerites, the Dissolution Committee is warning you not to hold your breath. The Recorder reports:

On Tuesday, Peter Benvenutti, the chairman of the dissolution committee now controlling the firm, confirmed whispers that Baker & McKenzie and Winston & Strawn, both one-time merger candidates, had withdrawn proposals to pick up large groups of lawyers and their expensive real estate. While Benvenutti would not say whether deals on this scale are being discussed with any other firms, he did say there’s interest in taking over certain of the firm’s leases, and “we expect to have clarity in a day or two.”

At this point, why would Baker or Winston Strawn take on expensive lawyers when they can just sit back and cherry pick the superstars they want? We haven’t heard any story of a Heller rainmaker saying “If I come, these 30 people are coming with me.”

More bad news after the jump.

double red triangle arrows Continue reading “Anatomy Of A Dissolution: Why Buy The Cow When You Can Get The Milk For Free?”

Heller Ehrman LLP Above the Law blog.JPGHeller Ehrman continues to stave off involuntary bankruptcy, despite not being able to pay employees their accrued vacation time. But Heller’s breakup continues to take weird twists.

The latest bizarre news comes from Seattle, where some associates have wondered whether they are about to be evicted from their offices. Tension was so high that Heller management had to send around a clarification email:

TO ALL HANDS (SEATTLE):

I have heard various rumors in the hallways to the effect that the Seattle office will close imminently and therefore that everyone needs to move out pronto. To clarify, here is the status.

The landlord has not issued a notice to vacate. If such a notice were issued, the notice period would be ten days. For reasons too long to explain, we overpaid rent throughout 2008. When those overpayments came to our attention, the firm asked that they be applied to cover (completely) the October rent obligation. The landlord has since asserted that the overpayments instead should be applied toward a fee that was due in connection with our give-back of space on 58. The Dissolution Committee is working with our outside counsel and communicating with the landlord to hopefully resolve this issue, and to clarify with the landlord any issues relating to removal of property from our space. To the best of my knowledge, closure of this office is not imminent and the date of closure remains to be determined, based on the pace of collections versus ongoing costs and also based on the banks’ decisions about what spending they will approve.

A law firm on the edge of solvency “overpaid” their rent? We hope that the explanation for this oversight is too long and difficult to get into, but we wonder if it is just too embarrassing.

Meanwhile, the Heller refugees that ended up at Covington have officially started .

Associates that we are speaking to say that it is just starting to sink in that they will be out of a job soon. Hopefully the Seattle associates will get as much time as possible to come to grips with this reality, instead of showing up at the office one day only to find locks on the door.

Update: The Blog of the LegalTimes reports that Arnold & Porter has picked up the latest Heller refugees. The big fish is Kenneth Chernof, Heller’s managing partner in the D.C. office. Any associates coming along for the ride?

Homeless In Seattle? [Heller Highwater]

Heller partners join Covington & Burling [Business Journal]

Arnold & Porter Picks Up Heller Partners [The BLT: Blog of the LegalTimes]

Earlier: Anatomy of a Dissolution: BoA & Citi Tell Heller Ehrman There’s No Money For Vacation Time

Heller Ehrman LLP Above the Law blog.JPGThis won’t come as a galloping shock to the pessimists out there, but Heller Ehrman is not going to pay out the accrued vacation time of their associates and staff. The disappointed employees were told today via a firm-wide email:

On behalf of the Dissolution Committee:

To Our Employees:

The Dissolution Committee is sending this message to keep interested employees as informed as possible of relevant developments. A number of people have raised questions about accrued vacation pay payable upon termination. We regret to inform you that the banks’ which now control our ability to write checks — Bank of America and Citibank — have informed us that we may not pay terminating employees for accrued vacation. This decision was made despite our strenuous, repeated efforts to convince the banks otherwise.

We will continue to seek the banks’ permission to pay these amounts as soon as possible. The Dissolution Committee did obtain the banks oral permission to fund the payroll due next Friday in all other respects. We are now awaiting their written confirmation, which we expect to receive later today.

We sincerely regret that the banks are preventing us from paying our terminating employees the full amount to which they are entitled at this time. We wish it were otherwise, and we will continue to press the banks to change their position.

The Dissolution Committee

As we’ve discussed before, the banks really do have the ultimate authority when it comes to these situations. However, Heller made many protestations in the immediate aftermath of the dissolution that associates and staff would be paid all that they were owed.

Is “orderly dissolution” a thing of the past? Hellerites weigh in after the jump.

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BoA & Citi Tell Heller Ehrman There’s No Money For Vacation Time “

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