Brobeck, Phleger & Harrison, Llp.
Brobeck, Phleger & Harrison, Llp.
Sales: $250.5 million (1998)
NAIC: 54111 Offices of Lawyers
Brobeck, Phleger & Harrison, LLP ranks as one of the largest law firms in the United States. Its 500-plus attorneys in ten offices work in virtually all areas of corporate and business law, from antitrust, mergers, and acquisitions to taxation, bankruptcy, real estate, and financing specialties. The firm represents over 2,000 companies, many in the chemical, computer, biotechnology, oil, gas, and healthcare industries. Although the Brobeck law firm continues to represent traditional historic clients such as Wells Fargo, Exxon, and Nike, it is one of the top law firms that emphasizes helping emerging technology firms become public corporations and grow through patenting new products or acquiring other firms. For example, two of Brobeck’s high-tech clients are Cisco Systems and E*TRADE.
In 1881 Alexander F. Morrison graduated from the Hastings College of Law and then began his law practice in San Francisco. By 1910 his partnership had become known as Morrison, Dunne & Brobeck, and the firm represented many prominent California clients, including the American Trust Company, Moore Shipbuilding Company, St. Francis Hotel Company, and the Crocker, Matson, and Spreckel families.
In 1924, three years after Morrison had died, the firm of Morrison, Dunne & Brobeck split when Herman Phleger, a partner who had joined the firm in 1914, convinced other senior partners to eliminate some other partners. They locked out the fired partners, who in turn used a fire axe to break the door down to get their clients’ files.
Effective January 1, 1926, the firm Brobeck, Phleger & Harrison was formed. Senior partner William I. Brobeck died the following year. Maurice E. Harrison was the other name partner, but Herman Phleger gained the clients previously represented by Brobeck and thus ran the firm for the next 45 years.
In the 1920s the firm continued to represent the Matson Navigation Company, founded in 1882 and incorporated in 1901, with Alexander Morrison as one of the incorporators. Matson became the main company providing shipping and passenger service from California to Hawaii and other Pacific ports. In the 1920s Brobeck helped Matson acquire the Moana Hotel and construct the Royal Hawaiian Hotel to serve tourists and others traveling to Hawaii. In the 1930s Brobeck attorneys assisted in the Congressional hearings that led to the Merchant Marine Act of 1936. During World War II the law firm was busy representing Matson when the federal government rented its ships for troop transport to Hawaii. In the postwar period, Brobeck continued to provide Matson with counsel on a variety of matters.
Post-World War II Practice
In the postwar era Brobeck, Phleger & Harrison, like many other growing law firms, for the first time became more formally organized. For example, the firm wrote a two-tier partnership agreement in 1953 that created general partners who managed the firm and special partners who were not involved in management but received a percentage of the firm’s profits. At that time the firm included about 30 lawyers, and annual revenues remained stable at about $1.5 million. In 1961 the firm created its first lawyer recruitment program.
In the 1960s the Brobeck firm’s main client in terms of fees was the E1 Paso Natural Gas Company. Brobeck represented E1 Paso in several antitrust cases and other matters.
The Brobeck firm expanded rapidly in the 1970s and beyond. In 1970 the firm brought in $4.8 million in gross revenue, with net income of $2.8 million, from the effort of its 80 lawyers and 184 total personnel. Although the firm’s profit margins declined from 58 percent in 1970 to just 34 percent in 1989, its revenues in the same period increased to $120.1 million, with net income of $41.6 million. In 1989, Brobeck employed 1,085 total personnel, including 352 lawyers.
In the 1970s the Wells Fargo Bank, based in San Francisco, expanded into southern California and thus insisted that the Brobeck firm, its main outside counsel, do likewise. Consequently, in 1976 Brobeck opened its Los Angeles branch with three lawyers who worked closely with the Wells Fargo legal department. Eventually the Los Angeles office worked with other clients already represented by the San Francisco office, such as the Matson Navigation Company, Getty Oil Company, United Airlines, and Union Oil. Nonetheless, Wells Fargo remained the Brobeck firm’s largest client in the early 1980s.
In 1980 Brobeck established its Palo Alto branch office to represent new firms in Silicon Valley, building on its earlier work for firms in the computer industry. For example, back in 1961 a Brobeck attorney had represented the founders of Signetics, an early semiconductor company. With increasing competition in the 1970s from rival corporate law firms, such as Pillsbury Madison & Sutro, Brobeck decided to expand to Palo Alto about the same time as several other law firms. Two early Brobeck clients of Brobeck’s Palo Alto office were Circadian, a heart monitor developer, and the venture capital firm of Kleiner Perkins Caufield & Byers.
In 1987 Brobeck began representing Cisco Systems, then a small high-tech company with just $1.5 million in annual sales. But by 1996 Cisco’s annual revenues exceeded $4 billion, and the growing firm used Brobeck’s lawyers with expertise in many corporate law specialties. For example, Brobeck attorneys based mainly in Palo Alto assisted Cisco’s $4.5 billion acquisition of StrataCom in 1996, at the time “the largest technology acquisition in Silicon Valley history,” according to the law firm’s Memoirs,
From the early 1970s to 1988, Brobeck attorneys helped the shareholders of the Shanghai Power Company that had been incorporated back in 1929 in Delaware to provide electricity to Shanghai, China. After the communists took over China in 1949, in 1950 the People’s Republic of China seized the power company’s properties. Meanwhile, the Boise Cascade Company acquired the common stock of the Shanghai Power Company.
After President Nixon established diplomatic ties to the PRC, the Chinese government in 1978 agreed to pay the Foreign Claims Settlement Commission $190 million, which included $54 million to the Shanghai Power Company. With Brobeck’s assistance over years of negotiations and class-action litigation, eventually power company shareholders all over the world finally received their just compensation.
Brobeck in 1983 began representing Shell Oil Company in litigation that lasted into the mid-1990s. Shell sued 350 insurance companies for cleanup costs at the Rocky Mountain Arsenal and another site. The original jury ruled against Shell, but the California Court of Appeals in 1993 in Shell Oil Company v. Winterthur reversed the jury decision, thus setting the stage for a retrial. However, The Travelers Insurance Company, the primary insurer in this case, settled out of court with Shell in 1995; soon Lloyd’s and other London insurance firms, as well as the remaining U.S. insurance companies, also settled. Thus ended a landmark environmental insurance case that lasted over a decade.
To build its technology practice, Brobeck in 1987 opened a new office in San Diego with the help of 13 attorneys from the firm of Aylward, Kintz, Stiska, Wassenaar & Shannahan. In the late 1980s the area’s real estate boom gave the firm the opportunity to serve clients such as La Jolla Development, Collins Development, and LandGrant Development. The San Diego branch provided legal assistance for venture capital and public offerings for companies such as Intermark and Immunetech Pharmaceuticals, later known as Dura Pharmaceuticals. Other corporate clients were Ligand Pharmaceuticals, ENCAD, De-potech, Primary Access, Applied Digital Access, and Rubio Restaurants. By 1990 the San Diego office had grown to 35 attorneys.
The law firm also started its Newport Beach, Orange County, California office in 1987 to serve high-tech and healthcare clients. By 1996 over 33 lawyers worked out of the Newport Beach office, and its clients included The Cerplex Group, ACT Networks, FileNet Corporation, Advanced Tissue Sciences, and Advanced Logic Research. In 1999 Brobeck’s Newport Beach office moved to Irvine, also in Orange County.
Practice in the 1990s
In 1990 the Brobeck law firm and Boston’s Hale and Dorr began a joint venture called Brobeck Hale and Dorr International (BHD) with offices in New York City and London. New York clients in the early 1990s included Robertson, Stephens & Company; North American Philips Corporation; and Oncor, Inc. Brobeck wanted to expand the New York operation and build a litigation practice, but Hale and Dorr did not agree. Thus on January 1, 1995 the New York office became a branch of just the Brobeck law firm, while the London joint venture remained in place. By the fall of 1996 the New York branch had grown to 32 lawyers and moved to a new location at 1633 Broadway.
- Firm is founded in San Francisco following the split of a predecessor firm.
- The firm’s Los Angeles office is opened.
- The Palo Alto office is founded to serve Silicon Valley clients.
- The firm starts offices in San Diego and Orange County, California.
- The New York City branch is opened.
- Firm opens offices in Austin, Texas, and the Denver area.
- The Washington, D.C., office is opened.
Laterally hiring a partner and a senior associate from San Francisco’s Epstein Becker & Green allowed Brobeck in 1990 to start a healthcare practice to serve hospitals, physician groups, and others in the industry. The two specialists in managed care were part of a major defection in which 11 healthcare attorneys left the Epstein law firm.
In 1993 the Brobeck law firm represented clients that raised over $3 billion in 68 offerings. It also helped 75 companies that were involved in mergers and acquisitions worth over $2 billion and counseled venture capitalists in transactions worth at least $300 million. The law firm recorded 1993 revenues of about $155 million.
After Brobeck’s client Coram Healthcare Corporation moved from Orange County to Denver, it requested that the law firm establish a Colorado office. Thus in 1994 Brobeck opened a new office in Broomfield in the Denver area. In the October 7, 1994 San Francisco Business Times, Brobeck’s Chairman John Larson said, “We are looking to become the only firm nationally that has emerging growth as its focus. That’s what [is] driving this.” By 1996 the Colorado office represented not only Coram but also regional clients such as LINK-VTC, Innovative Software Development, Phase-1 Molecular Toxicology, MicroOptical Devices, Optical Imaging Systems, OpenDisk Systems, and Breece Hill Technologies.
As part of Brobeck’s strategy to serve innovative emerging firms, in 1994 the law firm also opened an office in Austin, Texas, to serve high-tech firms, some of whom had moved from the Silicon Valley to Austin. Clients there included Tivoli Systems, which IBM purchased in 1996 for about $750 million; Atrium Technologies, which later became DAZEL Corporation; Austin Ventures; SSM Ventures; and ichat, Inc. At first the Austin office provided initial public offering and other financial counsel for such young firms, but within a year or two it had expanded to deal with intellectual property and litigation. By 1996 Austin’s approximately 900 high-tech firms gave the Brobeck law firm and its rivals plenty of opportunities to serve that expanding industry.
In the late 1990s Brobeck continued to serve a variety of local and international clients. For example, it represented the estates of Grateful Dead founder Jerry Garcia and also Larry Hillblom, founder of DHL Worldwide Express, when several parties filed claims to those inheritances. With the help of former Los Angeles mayor Tom Bradley, who joined the law firm in 1994, the firm expanded its Asian practice and also helped many Los Angeles clients who faced legal difficulties following the looting and destruction in central Los Angeles after the Rodney King trial.
With the U.S. economy booming in the 1990s, the Brobeck law firm continued its expansion. Based on number of attorneys, the National Law Journal ranked Brobeck, Phleger & Harrison as 40th in its November 16,1998 listing of the nation’s 250 largest law firms. Brobeck had 473 attorneys, an increase of 34 since 1997. In 1998 Brobeck reported 164 partners, 269 associates, and 40 other attorneys. The starting salary was listed as $87,000, while a few of the firms reported starting salaries over $100,000. Brobeck’s main practice areas were business and technology (35 percent) and products liability (18 percent).
The American Lawyer in its July 1999 listing of the nation’s top 100 law firms based on 1998 gross revenues ranked the Brobeck law firm as number 30. The firm reported $250.5 million in gross revenues, net operating income of $77 million, and average compensation for all partners of $545,000.
In spite of prosperity and high attorney salaries, the Brobeck firm, like other large law firms, struggled to retain its young associates. The National Association for Law Placement found that 75 percent of all associates leave their law firms before their seventh year, due sometimes to boring, unchallenging tasks, long hours, and considerable stress and anxiety. Brobeck associate Adam Epstein, for example, left the firm after three years. He eventually became an executive for Internet firms, where he made much more money but also used his legal experience to hire law firms, including Brobeck, Phleger & Harrison, as outside counsel.
Although Brobeck, Phleger & Harrison prospered in the 1990s, it faced plenty of challenges as the decade ended. For example, the Palo Alto-based firm of Wilson Sonsini Goodrich & Rosati, a key rival in helping new high-tech firms, planned to hire 170 lawyers in 2000. Many law firms had grown by consolidation, and the world’s largest accounting firms hired thousands of attorneys. Some in the profession advocated multidis-ciplinary practices in which lawyers teamed up with other professionals, but as 1999 ended the American Bar Association still forbade such arrangements that were common in Europe.
Rapid growth in electronic commerce through Internet transactions also presented Brobeck attorneys with new ways to serve their corporate clients. The law firm itself created its own site on the World Wide Web to describe its offices and services. Unlike some law firms whose literature and web sites seldom mentioned specific clients, Brobeck openly listed many of its clients and cases. In 1996 it celebrated its 70th anniversary with the publication of the firm’s Memoirs, evidence that it has tried to balance the firm’s history and legacy with cutting-edge legal services. In any case, the Brobeck firm seemed well prepared to represent its clients in the fast-paced Information Age.
Wilson Sonsini Goodrich & Rosati; Pillsbury Madison & Sutro; Cooley Godward.
Levine, Daniel S., “Brobeck Expands Emerging-Growth Practice,” San Francisco Business Times, October 7, 1994, p. 3.
Rauber, Chris, “Firm Starts Health Care Practice,” San Francisco Business Times, September 24, 1990, p. 37.
Schmitt, Richard B., “Lawyer Finds Job Satisfaction in Cyberspace,” Salt Lake Tribune, November 4, 1999, p. D7.
Spiegel, Hart H., editor, Brobeck, Phleger & Harrison LLP, Attorneys at Law: Memoirs 1926–1996, San Francisco: Brobeck, Phleger & Harrison, 1996, 144 p.
—David M. Walden