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Uncommon Law

These lawyers freed themselves to do what they were trained to do

by Virginia Lindauer Simmon

Photo of GroupIn 2006, the Burlington law firm Primmer Piper Eggleston & Cramer, with offices in Burlington, St. Johnsbury and Montpelier, opted to move to an entrepreneurial management style. The executive committee members are Cindy Bauer (left), hired to be chief operating officer; William Piper, chairman of the executive committee and the firm’s managing partner; Jeffrey Johnson, senior vice president; and Anne Cramer, president.

On Jan. 1, 2006, the law firm Primmer Piper Eggleston & Cramer came into being — a merger of Primmer & Piper, with offices in St. Johnsbury and Montpelier, and Eggleston & Cramer of Burlington.

Part of the discussion process involved the challenge of figuring out how the new entity would operate, says Bill Piper, chairman of the executive committee and managing partner of the firm.

“We knew from early on that in merging two firms with very similar but not identical practices, we would be confronted with the challenge of, ‘Does the new firm do it the way your firm used to do it or the way our firm did it?’” Piper says.

They realized that in both firms — at the time, 12 to 15 lawyers each — the lawyers were trying not only to practice law, but also to run the business aspect. This was not a model Piper wanted to take to the combined firm, and shortly after the merger, a search was mounted to find a person with business education and background to manage the corporation. 

“We found Cindy in Philadelphia, managing a firm with offices in three states, and we induced her to come to Vermont by offering her more money than anybody in the state of Vermont makes,” Piper says with a laugh, adding, “or certainly more than anybody here!”

 “Cindy” is Cindy Bauer, the firm’s chief operating officer, who moved to Vermont in January 2007, although she commuted between here and New Jersey on weekends until August, so her home could be sold and her daughters could finish school before moving north with their father — Bauer’s husband, William, a trader. 

Bauer brought an impressive background. A graduate of Rutgers with a double major in economics and English, she began her career in the general counsel’s office of Amerada Hess Corp. in Manhattan. A year and a half later, she moved to an investment real estate firm, where she met William. Married and seeking to leave New York, they moved to Maryland, where she landed a job as business manager of a law firm. 

“I was 25, which was pretty young to run a law firm,” she says. “I went to Johns Hopkins and earned my master of administrative sciences and graduated in 1988.”

After several years, the Bauers decided to return to New Jersey. She found a job running a Philadelphia law firm, where she stayed for 14 years. Her daughters, Elaine and Brooke, were born during that time.

The 9/11 tragedy spurred a decision to move to a “less metropolitan” area, but finding Vermont and PPE&C was almost an accident — “a lark,” says Bauer. She was in North Carolina for an interview when she chanced upon a posting on the website of the Association of Legal Administrators. “I thought, ‘Let’s take a look at Vermont.’”

By putting Bauer in charge of initiating business decisions, the lawyers at PPE&C have been freed up to practice law, forsaking the need for governance by committee. Although it’s not the first Vermont firm to adopt this style of management, not many in Vermont have reached the size where it makes economic sense. 

Here’s how it works at PPE&C, says Piper. Bauer has partners who are resources to her, and a business department as support, but she reports directly to the executive committee, which is composed of Piper; Anne Cramer, the corporation president; and Jeff Johnson, senior vice president.

group photoPPE&C represents largely regulated corporate clients such as banks, captive insurance companies, utilities, and health care institutions, providing a full range of legal services to them. Gary Franklin (left) is a litigator, shareholder and director; Kevin Henry is a litigator of counsel; and Laurie Noyes is a paralegal litigator.

“Cindy and I talk weekly,” Piper says. “The executive committee meets only once a month, and the partners meet only once a quarter.”

Bauer has already instituted a 24-hour computer help-desk arrangement with a company in Philadelphia — a real boon for a firm with 35 lawyers and close to 60 employees. It’s made it possible for the office to completely support a partner who wanted to spend a significant portion of his year in Florida, where the firm has clients. It has also opened the door for the firm to enhance its litigation practice by combining with a small boutique firm in New Hampshire, where PPE&C will open a branch this summer.

Clearly, the dynamic among the members of the executive committee oils the wheels of this arrangement.

Cramer, a Pennsylvania native, says Vermont is much like the area where she grew up. A big skiing enthusiast, she attended Dartmouth, graduating in the fourth class of female students. She headed to Denver (“still skiing and at that point, rock climbing,” she says) and began law school at the Denver College of Law. 

Married by then to an individual who wanted to go to medical school at the University of Wisconsin, she left the mountains in 1981 and transferred to the UW law school, graduating in 1982, when she joined a Madison, Wis., law firm.

In 1985, Cramer moved with her husband to Burlington, where he had the opportunity to do a surgical residency. She joined Miller, Eggleston & Rosenberg, the precursor to one of the halves of the recent merger, replacing the firm’s only associate. Her marriage ended in 1992.

Her practice evolved, she says, as Marty Miller, the senior partner, became involved in regulatory areas and needed someone to take over some of them. She stepped in and took over Miller’s longtime relationship with the Vermont Hospital Association (now the Vermont Association of Hospitals and Health Systems).

At PPE&C, her area of practice remains health care. “One of the nice things about Vermont is, because the health-care industry involves so many small providers, we can serve as outside general counsel to many of them. That gives us the opportunity to build our expertise, and knowing how one organization has dealt with something, we can transfer that to other organizations.”

Jeff Johnson joined Primmer & Piper following an active career in state government. A native of upstate New York, he had summered as a youth at a family camp in Willsboro. “In the late ’70s, I migrated to Burlington on my own without a plan,” he confesses.

A graduate of the State University of New York at Cortland, and wanting to escape the kind of office work he had done briefly with an insurance company on the West Coast, he took a job with Engelberth Construction Co. 

“It was an extremely cold winter,” he says, deadpanning, “and I began to think about what would keep me inside, and it drove me into law school.” That’s Vermont Law School, from which he graduated in 1982. “The economy was terrible,” he says, “and I got a clerkship with Jerry Niedermeir, a magistrate in federal court.”

In 1983, he joined the Attorney General’s Office, moved to the Vermont Department of Banking and Insurance (now called BISHCA) in ’86 as general counsel, became deputy commissioner of insurance in ’87, and commissioner in late 1989. 

Leaving government in 1992, Johnson turned down offers from Burlington firms to work at Primmer & Piper — “their fourth lawyer,” he says. “I think a big challenge, having been a government lawyer for 10 years, was to step off the cliff with no clients and run a private law firm, especially in St. Johnsbury.” 

Six months after he started, Johnson opened a Montpelier office for the firm. John Primmer had been involved early on in the captive insurance industry in Vermont, having helped write the initial legislation and working with Johnson when he was commissioner of Banking and Insurance. Primmer had seen a way to hire, to the firm’s banking practice, the commissioner of the department, knowing that a lot of the people who knew Johnson would come to the firm, “and that happened,” says Piper. “The practice has continued to grow, and I think it is the largest captive practice in the state.”

For a year, in 1998, Johnson took time off to serve as interim general counsel for National Life Insurance Co., supervising its conversion to a mutual company system. That’s where he reconnected with Nancy Heininger, whom he had met years before at a health club. They eventually married. He now practices from the Burlington office.

A theme begins to emerge as the partners tell their stories. Cramer’s specialty is health care, Johnson’s is captive insurance, and Piper’s is almost exclusively public utilities. The firm represents, by and large, regulated corporate clients, Piper says, “and our goal is to provide a full range of legal services to those entities.”

group photoThe firm has 35 lawyers and close to 60 employees. Amy Mason is government relations specialist, and Jamie Feehan is director of the government relations department.

Of his own specialty area, Piper says, “There are 15 municipal electric utilities in Vermont, one being Burlington, and 14 smaller ones, and they are all clients, much like Anne’s hospitals. We are regulatory counsel for all other than Burlington.”

Skiing called Piper to Vermont. “I chose Middlebury College solely, at the start, because it had its own snow bowl,” he says. “I very much enjoyed it, and got a good education, but went because of the ski area.”

He graduated with an honors degree in political science in 1971. “My wife, Kathryn, was in the class of ’73,” he adds, “and just parenthetically, Jim Douglas was the class of ’72. We always remind him that we bracketed him.” 

Piper studied law at Boston University, graduating in 1975, took a year off, and worked in Massachusetts for a year while Kathryn finished law school at Suffolk University. In 1976, they were both hired by Downs Rachlin & Martin in St. Johnsbury.

“Kathryn lasted just a few months at Downs Rachlin,” says Piper. “She wanted to try cases, and joined the public defender’s office when an opening came up.”

Piper remained at Downs Rachlin until 1982, when he, Primmer, and Denise Deschenes left to form Primmer & Piper.

Although the transition to an entrepreneurial type of management has been challenging at times, Piper is a true convert. “I’ve been practicing law since I graduated in 1975, and I’m not sure I was this excited about the practice of law even back then.

“Lawyers should be able to practice law, and business people should run the office,” he continues. “That’s difficult, because lawyers — myself included — always think they know more about things than anybody else.

“We were able to find someone with the background and experience to run a fairly large business. I have a terrific training in the practice of law, but other than self-taught, I have little experience in business, and we really needed that business expertise.”

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