Breaking (Up) the Law

by Tom Gresham

Three specialists give us a peek into their practices Tax Taxonomist

In recent years, as the practice of law has has become ever more complicated, lawyers, like doctors before them, have begun to narrow their focus into specialties, where they might be more valuable to their clients. Lawyers, though, often do not choose a specialty until after they've entered practice and tasted the options.

We thought it might be enlightening to hear from three such specialists, each with a separate law firm, just what factors led them to their current work. We chose our subjects because they've been in practice long enough for us to have been familiar with their work and their specialties. Unknown to us when we made first contact was the fact that they had all attended Cornell University Law School. We're not certain what, if anything that signifies, but it sure is interesting, as are their stories. VLS

Allen Webster of Lisman, Webster, Kirkpatrick and Leckerling.

Allen Webster appreciates the importance of the earliest stages of his career. He had few self-imposed limits on the cases he would take. His practice and clients covered a seemingly endless range of fields and questions. He did, in his words, "basically everything."

After four or five years, Webster began to realize that he could not "do it all" and still do it well. He needed to shed certain areas of practice, narrowing his focus to concentrate on the places where his enjoyment and aptitude coincided. Ultimately, Webster chose estate planning and tax law.

Webster had started his professional career working as a public accountant at Price Waterhouse, and the move to estate planning and tax law seemed natural to him.

Plus, the character of the work with its general absence of acrimony and conflict, and its emphasis on personal contact was appealing to him. It still is.

"I really like the involvement with each individual client," Webster says. "I like helping them in a situation where they are coming to me not under tremendous stress, but because they are trying to accomplish something positive."

Although they are the bulk of his practice, estate planning and tax law are not the sum of Webster's legal work. He says some of his estate clients own businesses, and he helps them with the legal issues surrounding their operations. Webster's corporate and commercial work includes mergers and acquisitions.

Carl Lisman, a partner with Webster in the Lisman, Webster, Kirkpatrick and Leckerling law firm, says Webster's skills are broad.

"Having an incredible breadth of legal knowledge, he can create a plan and then implement it," Lisman says. "Or he can identify the crux of a problem and recommend solutions; or he can understand complex situations and help steer a proper course."

Webster has spent his entire law career of 29 years at Lisman, Webster, Kirkpatrick and Leckerling, though he notes that stint pales in comparison to his grandfather's 69-year run at Merchants Trust Company.

His grandfather worked at Merchants from shortly after high school until he passed away at age 85, climbing to the president's office at the company. Webster calls him his role model, saying people recognized him as a hard-working, honest man.

"I would hope people see me the same way," Webster says.

The laws are fluid, and a lawyer in the complex, sophisticated realm of tax law and estate planning who hopes to serve his or her client successfully must be prepared to study constantly.

"These are just very technical areas and the rules are changing all the time," Webster says. "Staying current is not a full-time job, but it is a lot of work."

For example, Webster points to the estate tax, which he describes as a true moving target. He says those with estates of at least $1.5 million are targeted by the tax, but the cut-off will be raised to $3.5 million by 2009. It will be repealed for a single year in 2010, and then returned to $1 million in 2011. Of course, he adds, the law will probably change several times before then.

Webster, who graduated cum laude from Cornell Law School, places an emphasis on education. He earned a master of business administration from the Amos Tuck School of Business at Dartmouth and, in the late 1980s, spent three years commuting one day a week to Boston to obtain an advanced law degree at Boston University in taxation.

Webster has also maintained his CPA license since he acquired it in 1973, though it requires 40 hours of continuing education each year.

Lisman says Webster's studies offer obvious advantages to his clients, particularly in the realm of transactions.

"Having a law degree and a master of law in taxation, as well as being a CPA, Webster understands the impact of business and tax laws on transactions and is always minimizing tax consequences in both business and personal transactions," says Lisman.

To Webster, his ongoing education offers more than just a chance to sit in seminars and listen to speakers. The opportunity to meet other lawyers who practice in the same field and discuss the intricacies of the law with them often proves illuminating.

He clearly understands the possibilities of learning from his cohorts. Of his service in the Army in 1970 and 1971, Webster, who spent much of his time at an air defense missile site in northern Germany, says, "It was a good experience, like anything else, because I met people I otherwise wouldn't have met."

More than half of Webster's practice is estate planning, which means drafting wills and revocable and irrevocable trusts. There are two keys to estate planning, he says: limiting the tax obligations whenever possible and ensuring that any documents will withstand challenges in the courts or elsewhere.

He says he can anticipate potential problems in the documents and agreements he creates based on the scenarios he has witnessed during his career. He acknowledges that his background in other aspects of law also benefits him. For example, because of the time spent at the outset of his career trying both jury and non-jury cases, Webster says he can envision how a contract or agreement might be challenged in court.

"Without that background in litigation, I wouldn't be able to consider it." •

Creative Evolution

Gail Haefner of Paul Frank + Collins.

Hanging in Gail Haefner's office at the Paul Frank + Collins law firm is a patent issued June 25, 1968. The patent is for a "bearing locking collar" a collar for locking the inner ring of a bearing onto a rotatable shaft. The device was designed for use in automobiles. The owner of the patent is J. Robert Haefner, her father, who developed the product for his employers, Federal-Mogul Corp. in Detroit.

Haefner does not practice patent law, but she does do a significant amount of work in copyrights and trademarks the two other pillars of intellectual property law and she recognizes the importance of protecting intellectual assets like her father's.

Haefner's practice also includes work in general corporate matters, stock redemptions, business reorganizations, financing transactions and securities law with respect to private placements.

The value of intellectual property law stems from its protection of both creative authorship the expression of a thought and a business's distinctiveness. Haefner says the public understanding of intellectual property rights has grown substantially during her two decades of practice, particularly in recent years. Businesses increasingly understand how defending their intellectual property means defending the public image of their integrity and quality and, potentially, preventing a diversion of sales because of consumer confusion.

"People have become much more aware of the importance of their intellectual property," Haefner says. "There's a greater recognition of its value, and they see the need to protect it."

As a law student at Cornell University, Haefner spent a summer working at the World Trade Center in New York City. She considered launching her career in the big city after college, but believed she might be rendered to a narrow niche of the law, such as one section of the tax code. She also did not want to bounce among jobs, adding to a resume but never settling into a home.

Her family was poised to move from her home in northern Michigan, so she felt free to explore. She had spent a year of undergraduate school in Vermont and liked the state, so she visited and interviewed; Paul Frank + Collins felt right. She saw an opportunity to forge a practice that was neither too narrow nor too broad, and to carve a place at one firm.

"I just came up here and it worked out," Haefner says. "It worked out well."

The Business Law Business

Paul Ode Jr. of Downs Rachlin Martin.

Paul Ode Jr., an attorney with the Downs Rachlin Martin law firm in Burlington, has completed eight marathons and finished first among the Vermont runners in the 1999 New York City Marathon. He sees parallels between the demanding test of endurance and the work he does in business law.

"You have to maintain patience and composure and you have to focus on your long-term objectives," he says.

"A lot of factors develop along the way when you're running a business that you don't have control over just like the weather or bad blisters when you're running but you have to figure out how to deal with them."

Ode has served with Downs Rachlin Martin since 1983.

His practice largely focuses on mergers and acquisitions and general corporate counsel. His clientele includes both established large companies and neophyte small businesses.

"I've represented a lot of start-up companies, as well as some of the biggest companies in the state," Ode says. "I like that mix."

Ode enjoys the opportunity to work with a diverse catalog of businesses with dissimilar worries and varied goals. The distinct nature of the businesses he represents keeps the work from growing stale.

Many of the issues they face bear strong similarities, but the context is always unusual. So are the answers.

"The variety of problems has just been terrific," Ode says. "There's always something different to deal with."

The business transactions Ode encounters include purchases and sales and the arrival of new investors. Among his recent tasks are working on the sale of a jewel manufacturing business, the sale of an automotive parts manufacturing business and the purchase of a consumer products manufacturing business.

The reasons for the deals can vary widely. For instance, one business owner might be selling out of necessity, while another might be selling as the culmination of a long-term strategy.

Tom Moody, also a lawyer at Downs Rachlin Martin, says Ode is equipped to analyze a diverse mix of scenarios, noting he "is very tuned in to the business objectives of his clients."

"One of Paul's real strengths is his ability to draw on his experiences in the many, many different business transactions he has been involved with over the years," Moody says. "He approaches problems methodically and thoughtfully considers not just the legal implications of any particular course of action, but also the business implications."

Of course, transactions are not a standard aspect of every business's life. Some of Ode's clients might go generations without a major transaction.

Ode also revels in the quotidian details of running a business. Ode says his favorite clients tend to be those businesses in which the owners are intimately involved in the daily management of the business, and Ode is enlisted to offer guidance. He likes being a part of the process and consequently feels rewarded when a business he has helped steer finds success.

"It's the sense of developing a strategy and implementing a plan that will make a business strong," he says. "I just work on the legal side rather than the financial side."

Ode was interested in business law from the beginning of his legal studies, enlisting in a business-heavy roster of courses at Cornell Law School. After receiving his degree, he clerked for a year for Albert W. Coffrin, the chief judge for the U.S. District Court for the District of Vermont.

Coffrin was "a marvelous man," says Ode, who enjoyed the exposure to trial law, but left more convinced than ever to enter business law.

Trial law "was this chess-like game for lawyers of positioning to win without necessarily creating value for their client," he says.

At Downs Rachlin Martin, Ode quickly gained experience working with both modest and ambitious business plans.

In one memorable instance in the mid-1980s, Ode was part of the legal team for a company that was developing a $90 million milk processing plant in southern California. It was the largest milk processing plant in the world, he says.

The customer buying the plant was initially unhappy with the plant's performance, saying it did not meet expectations. Later, after more work had been done to make it meet criteria, the purchaser bought the plant.

"I learned a lot about project financing and about how to work a business out of big trouble," Ode says.

Ode believes it has become increasingly helpful over the years for attorneys to be somewhat specialized within the categories of business law. He says Downs Rachlin Martin has consciously worked to break down its Business Law Group, which he chairs, into sub-specialties, ultimately contributing to substantial growth in the firm. About 20 attorneys are in the group.

Much of the work of business law is collaboration among attorneys, Ode says. At a large firm like Downs Rachlin Martin, Ode could be working with just about any of the firm's dozens of attorneys, including those outside of the Business Law Group.

"It's difficult now to be just a general practitioner in a business law practice without support from specialists," Ode says. "It's definitely a team approach." •

Originally published in July 2005 Business People-Vermont