Bingham Dana LLP

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Bingham Dana LLP

150 Federal Street
Boston, Massachusetts 02110
U.S.A.
Telephone: (617) 951-8000
Fax: (617) 951-8736
Web site:http://www.bingham.com

Limited Liability Partnership
Founded: 1891 as Carver & Blodgett
Employees: 1,140
Sales: $208.37 million (2000)
NAIC: 54111 Offices of Lawyers

Bingham Dana LLP is one of the largest law firms in the United States. Begun as a small Boston partnership focused on its admiralty and banking practice, Bingham Dana is a full-service law firm whose 500 lawyers practice in a wide range of legal specialties, from real estate, antitrust, and intellectual property to litigation, financial transactions, and mergers and acquisitions. Its bankruptcy practice was ranked the fourth largest in the United States, according to the February 15, 2001 issue of Turnarounds and Workouts. Bingham Dana is a great example of the consolidation trend in the legal profession, for its mergers in the late 1990s and early 2000s effectively doubled its number of lawyers and its annual revenues. It also is a pioneer in developing diversified nonlegal businesses; it created two subsidiaries and a joint venture to provide a variety of business, financial, investment, and related consulting services. Bingham Dana’s lawyers represent clients in many nations and thus play important roles in international trends such as privatization, the globalized economy, and the high-technology online revolution.

Origins and Early Practice: 1891-1945

In 1891 Eugene P. Carver and Edward E. Blodgett started the partnership of Carver & Blodgett to serve maritime interests in Boston and other Atlantic ports. The son of a ship captain, Carver graduated from Boston University’s law school in 1882 and had a solo corporate practice for several years. Blodgett graduated from Harvard Law School in 1889 and married Carver’s daughter before the two men formed their partnership.

With international trade booming, the new partnership had plenty of admiralty or maritime work. An early client was the Boston Tow Boat Company. In 1899 the firm argued in the U.S. Supreme Court over damages after a Canadian schooner sank from a collision with an American steamship. In the 1890s the firm also started a banking practice by serving the Massachusetts National Bank, later renamed The First National Bank of Boston and then just Bank of Boston.

By the 1920s the partnership had accumulated so many records that it began throwing out many of its historical files, which made it more difficult for future historian David Grayson Allen to write a firm history.

When the firm’s core admiralty work and its overall revenues declined in the 1930s amid the Great Depression, it decided to merge with another Boston partnership. Thus in 1933 it merged with Pillsbury, Dana, Young & Moulton, which had been started in 1919 by Samuel H. Pillsbury and Ripley L. Dana. The merger created a new partnership with a strengthened banking practice, but the goal to create a broad-based general law firm was not realized until after World War II.

The Post-World War II Years

In the late 1940s and 1950s, Bingham Dana’s main client was First National Bank of Boston. In 1956 and 1957 it assisted First National when it tried to expand by acquiring the Granite Trust Company of Quincy, Massachusetts, but the state government passed a law prohibiting it. However, in the 1960s an amended Bank Holding Company Act passed by Congress allowed First National and other national banks to expand and diversify. Bingham Dana also helped the bank start new lines of credit as the American economy boomed and also assisted the bank’s subsidiaries in Europe, South America, and the Caribbean.

Meanwhile, Bingham Dana’s admiralty practice continued to decline, in part due to the industry’s general downturn and New York law firms gaining much of this practice. However, the firm entered new but related areas as environmental regulations and technological changes impacted the maritime industry.

The firm’s modest corporate practice was set back in 1950 when long-term client Lever Brothers moved from Cambridge to New York. In spite of that loss, Bingham Dana increased in size to become Boston’s fourth largest law firm in 1960.

In the 1960s Bingham Dana became more specialized when it organized banking, corporate, litigation, tax, and trusts and estates as its five departments. It also added many more associates, who helped the firm finally develop into a full-service law firm, a goal it had sought since the 1930s.

The law firm’s main growth area in the 1970s and early 1980s was litigation. Several experts at the time said a litigation explosion was damaging the American justice system, although others disagreed. In any case, Bingham Dana grew from lawsuits in which it represented corporations, among them mutual fund companies being sued by stockholders.

In 1971 the firm represented the Boston Globe during the much publicized controversy over the Pentagon Papers that described the United States’ role in Vietnam since the late 1940s. The federal government wanted to stop newspapers from publishing the damaging report, but the U.S. Supreme Court ruled against the government.

In 1978 Bingham Dana represented The First National Bank of Boston and other clients in a case that overturned a Massachusetts state law prohibiting corporations from spending money on certain political issues. The U.S. Supreme Court ruling that corporations had a First Amendment right to express their political views “affected electoral campaign spending statutes in about 31 states,” according to historian David Grayson Allen.

Bingham Dana & Gould in 1989 started a family practice as a section of its probate department. However, this department, with just 14 lawyers, remained one of the smaller specialties of the law firm. That was fairly typical for large law firms that served mostly corporate clients.

Meanwhile, the firm added new offices as it grew to serve its clients’ needs. This was part of a general transformation of large law firms that in the late 20th century became much larger and adopted business methods previously unused. For example, firms increasingly recruited experienced lawyers from competitors in what was called lateral hiring. Some firms began using public relations and marketing experts, while others employed outside consultants to advise them on a wide range of difficult issues ranging from firm management to retaining associates.

The Firm in the 1990s and Beyond

When the firm’s centennial history was published in 1991, it had more than 225 lawyers based in five offices. David Grayson Allen, also the author of a history of Price Waterhouse, wrote that the law firm’s culture focused on maintaining “a firm of independent lawyers pursuing their own work.” He quoted a former managing partner who said he seldom made “command decisions.” Another partner noted that Bingham Dana’s success in the late 20th century was based on being “a bunch of basically uncontrollable individuals.” Of course, the firm’s lawyers worked together on complex legal matters, but the emphasis remained on individualism and the entrepreneurial spirit.

John C. Larrabee, the former head of Bingham Dana’s fiduciary services department, in 1999 was found guilty of six counts of securities fraud for his insider trading. In 1995 Larrabee told a stockbroker that Bank of Boston Corporation, a long-term Bingham Dana client, was about to announce its acquisition of BayBanks Inc.

In the late 1990s BankBoston Corporation used Bingham Dana and other law firms to significantly expand its presence in Argentina, Brazil, and other Latin American nations. The bank planned that by 2001 about one-third of its revenue would come from its investments in those areas.

Bingham Dana in 2000 represented Raytheon when it arranged $4.75 billion in financing through a combination of bonds and bank debt. It also helped Biomatrix Inc., a New Jersey pharmaceutical company, win a libel suit against three individuals who had used the Internet to charge that Biomatrix was headed by a Nazi and was killing people with its arthritis product. Since over 100 similar cases had been settled out of court, this was the first time a court ruled that such online comments were libelous.

Like other major law firms, Bingham Dana played an important role in the globalized economy. For example, its project development and finance group helped develop electrical and infrastructure projects in many nations by serving clients like the U.S. Department of Energy, the Export-Import Bank of the United States, Energy Investors Funds, El Paso Energy Corporation, and the Overseas Private Investment Corporation.

Under the leadership of Jay Zimmerman, elected managing partner in 1995, Bingham Dana made several major changes. First, in 1999 it merged with the 55 lawyers of Hartford, Connecticut’s Hebb & Gitlin, which had expertise in financial restructuring and insolvency. Ed Hebb and Richard A. Gitlin had founded their partnership 25 years earlier. Before the merger, the Indonesian government had chosen Hebb & Gitlin to help it resolve its $80 billion in corporate debt, a project that involved at least 170 companies. After the merger effective July 1, 1999, Bingham Dana opened a Singapore office to deal with the Indonesian enterprise and other overseas work.

Company Perspectives:

Bingham Dana gets it done. Helping our clients prosper in this dynamic and challenging environment is the mission of Bingham Dana: more than 500 attorneys who understand that business judgment is an essential component of sound legal advice, that imagination can be just as important as intelligence —and that markets and opportunities don’t wait for lawyers.

Bingham Dana in 1999 also began two nonlegal businesses. Bingham Consulting Group LLC, a wholly owned subsidiary, was started to help companies deal with government agencies and the media when complex public policy issues were involved. It was headed by Stephen E. Merrill, a former New Hampshire governor.

The other nonlegal business started in 1999 was Bingham Legg Advisers LLC. According to the Bingham Dana web site, the new joint venture with investment firm Legg Mason “marks the first time that a major law firm has partnered with a global investment firm to offer a full range of investment and trust administration services to high net-worth individuals.” With the huge baby boom generation aging, many financial services companies began or increased their estate and trust services. “Estate planning is where the money is, and what people are concerned about,” said Raymond A. Mason, chair and CEO of Baltimore’s Legg Mason Inc. in the February 2000 USBanker. Bingham Legg Advisers by early 2001 managed client assets worth about $2 billion.

In March 2001 Bingham Dana created its third nonlegal business, a wholly owned subsidiary called Bingham Strategic Advisors LLC that offered businesses guidance on mergers and acquisitions (M&A), restructurings, and joint ventures. For example, it furnished M&A advice to the Jean R. Yawkey Trust when it sold its controlling share of the Boston Red Sox and also to the Sumitomo Bakelite Company when it purchased Occidental Chemical’s Durez Division.

Bingham Dana on May 1, 2001 merged with the New York City firm of Richards & O’Neil LLP. The addition of 75 lawyers brought Bingham Dana’s totals to about 500 lawyers and its New York office to over 125 lawyers. On its web site, Bingham Dana Managing Partner Jay S. Zimmerman said, “Richards & O’Neil is one of the best midsized firms in New York, with a sophisticated corporate transactional practice. Their corporate, real estate, litigation and Asian practice groups will fit exceptionally well with our existing practice areas.”

Accompanying its rapid growth, Bingham Dana in February 2001 began its initial international advertising program in several major publications, including the Wall Street Journal, the Boston Globe, the Hartford Courant, the Lawyer in London, the Daily Deal, Boston Business Journal, and the Economist. Such professional advertising was virtually unheard of just a generation earlier.

Bingham Dana’s expansion was mirrored in its financial performance. According to the American Lawyer’s surveys of the nation’s 100 largest law firms, in 1997 Bingham Dana had annual revenue of $106 million, which placed it 88th on the list. In 1998 it improved to 82nd with $133 million in gross revenue. Its 1999 revenue of $161.5 million earned it a ranking of 81st. Then in 2000 the firm reported annual revenue of $208.37 million, almost double what it had been just three years earlier.

Bingham Dana and several other large law firms grew by leaps and bounds in the 1990s and in the new millennium. The best example was London’s Clifford Chance, which mushroomed to about 3,000 lawyers by merging with New York City and German law firms. Consolidation seemed to be the name of the game, as big firms acquired small or midsized firms in a reflection of what was happening with their corporate clients.

The obvious question was how far this consolidation trend would go. The increasing size of law firms brought serious challenges, the main one being the management and integration of a more diverse lawyer base. Such internal matters, as well as competition from other law firms and big accounting firms with their tax lawyers, rapidly changing economic and political systems, and new technology gave Bingham Dana plenty to deal with in the years ahead.

Principal Subsidiaries

Bingham Consulting Group LLC; Bingham Strategic Advisers LLC; Bingham Legg Advisers LLC.

Principal Operating Units

Banking and Finance Group; Commercial Technology Group; Employee Benefits Group; Entrepreneurial Services Group; Environmental Group; European Practice Group; Financial Restructuring; Institutional Finance Practice; Intellectual Property Group; International Group; International Trade Group; Investment Management Group; Japanese Practice Group; Latin American Practice Group; Grupo Latinoamericano; Mergers and Acquisitions Group; Project and Structured Finance; Public Policy Group; Real Estate Group; Sports, Entertainment and Media Group; Antitrust/Franchise Group; Regulatory and Litigation Services for Broker-Dealers; General Litigation Matters; Internal Investigations Group; Labor and Employment; Project Finance and Construction Litigation; Securities Litigation Group; Technology and Intellectual Property Litigation; Business Regulation and White Collar Defense Practice Group; Estate Planning Group; Tax.

Key Dates:

1891:: Partnership of Carver & Blodgett begins in Boston.
1907:: Firm is renamed Blodgett, Jones & Burnham after Carver leaves to form his own firm.
1913:: Practice now known as Blodgett, Jones, Burnham & Bingham.
1930:: Burnham, Bingham, Gould & Murphy is chosen as the firm’s new name.
1933:: Merger leads to the new firm name of Burnham, Bingham, Pillsbury, Dana & Gould.
1937:: Partnership is renamed Bingham, Dana & Gould.
1973:: Firm’s London office is started.
1981:: Washington, D.C. office is established.
1991:: Firm opens a new office in Hartford, Connecticut.
1997:: Firm acquires Marks & Murase’s Japanese Practice Group and its Los Angeles and New York offices and also changes its name to Bingham Dana LLP.
1999:: Firm merges with Hartford’s Hebb & Gitlin and then opens its Singapore office.
2001:: Bingham Dana launches its first international advertising program; in May, it merges with New York City’s Richards & O’Neil LLP.