Howrey’s merger plans never got off the ground.
Boland says he met in October 2010 with Ruyak to discuss a merger in general, and then in November—the same month as the Lansdowne meeting—to discuss merging with the firm Winston & Strawn. Consultant Peter Zeughauser, who had a working relationship with both firms, set up a meeting before Thanksgiving among Ruyak; Boland; Winston & Strawn’s managing partner, Thomas Fitzgerald; and its chairman, Dan Webb. The men convened over dinner at the City Club—located just above Hogan & Hartson’s offices in the Columbia Square building.
Rumors about the possible merger started circulating among Howrey’s lawyers. In late January 2011, management officially told the partnership about the effort to make a combination with Winston work. Ness says there was no mention at this meeting of the possibility of Howrey’s continuing as an independent entity.
Yet the chance of a successful merger quickly began to slip away. There were major client conflicts. Howrey’s huge milk-antitrust class action conflicted with Winston & Strawn clients. Winston had a lot of generic pharmaceutical clients, while Howrey represented big, brand-name pharmaceutical companies. And many of Howrey’s top partners continued to leave, making the firm a less desirable merger prospect with every passing week.
Ultimately, the possibility of a full merger fell apart, though Winston ended up hiring about 40 Howrey partners. Boland, who led the merger discussions, didn’t go to Winston. He left Howrey the day it went under, taking 45 lawyers—including Taladay—with him to the firm Baker Botts.
Howrey had run out of options.
On March 9, 2011, its partners voted to dissolve the firm. The dissolution was effective on March 15. Howrey was pushed into an involuntary Chapter 7 bankruptcy by creditors in April but was able to convert the proceedings to a voluntary Chapter 11 bankruptcy in June. In its initial Chapter 11 filing, Howrey reported that it owed $49 million to Citibank.
The Next Chapter
As Howrey did after it collapsed, Hogan & Hartson held an auction before the merger to sell off everything branded with the firm’s name. Gorrell purchased the Hogan & Hartson sign that had once adorned the outside of the Columbia Square building. It now resides on a shelf in his office.
Hogan Lovells, larger and more powerful than ever, still occupies the same building. A small bronze nameplate announces HOGAN LOVELLS to passersby.
Gorrell’s anxiety about the merger’s challenges wasn’t unwarranted. Matching up the Hogan and Lovells sides hasn’t been easy. More than 100 lawyers left the two firms in the months before they combined, and some offices closed, including Hogan & Hartson’s Geneva office and Lovells’ Chicago office. The departing lawyers often cited client conflicts resulting from the merger as their reason for leaving.
But more than a year into running the combined firm, Gorrell says the challenges of completing a mega-merger have been well worth it.
Today, roughly 45 percent of the firm’s business is in the United States, 45 percent is in Europe, and the remaining 10 percent is in Asia and the Middle East.
The combined firm, which grossed $1.66 billion in its first year, now handles an even broader portfolio of work across corporate, litigation, regulatory, intellectual-property, and financial practices. The 800 partners who gathered at National Harbor were making an average of $1.14 million.
“If you could have told us going into the merger that we could deliver that kind of performance in the first year, despite all the market challenges and the distractions of the merger, we would have closed the books on the first day and moved forward,” Gorrell says.
Down the block, Howrey’s former office is vacant. The collapsing firm moved out of the Warner Building shortly after the bankruptcy auction in August, though it’s still embroiled in a lawsuit attempting to get the landlord’s demand for $2.8 million in rent thrown out.
In a testament to the firm’s onetime greatness, most of its partners landed quickly at other firms.
Howrey’s milk case and the case against Walmart and Netflix are ongoing. Robert Abrams, the partner who led both matters, took them to his new firm, Baker Hostetler. While many blame those contingency investments for contributing to the firm’s demise, they’re now one of the Howrey estate’s last hopes. The tens of millions in payouts that could come from the cases’ resolutions could ease the financial strain on Howrey.
Bob Ruyak remained committed to Howrey until the end. He stayed on to wind down operations until he joined Winston & Strawn in September. He was not, however, doing the wind-down work for free. A bankruptcy filing in August showed that the Howrey estate paid him more than $113,000 for the month of July.
Ruyak is once again a full-time practicing trial lawyer. He doesn’t have any management responsibilities at his new firm.
Of his time running Howrey, he says he did the best he could: “I have no regrets.”
This article appears in the December 2011 issue of The Washingtonian.