Editor: Would each of you gentlemen tell our readers something about your professional background and experience?
Rosenblum: After graduating from Dartmouth College, where I studied liberal arts, I went to University of Pennsylvania Law School. While there, I developed a great appreciation for the practical application of the law in the business context, which formed the basis of my approach to legal problems and issues. After graduating from law school, I joined a law firm where it was standard procedure for a new associate to rotate among a number of departments. I did so, but quickly came to the conclusion that corporate securities and general corporate law were the areas in which I really wanted to specialize. I came to Kramer Levin after deciding that the opportunities the firm offered were extremely interesting; that is, I would be working alongside many seasoned and astonishingly bright and creative lawyers in a dynamic institution which was poised for a lot of growth. After a year or so, I became the firm's Managing Partner and today I am head of the Corporate Department.
Paisner: I read philosophy, politics and economics at University College, Oxford -- which one of your recent Presidents attended -- and had no fixed intention to become a lawyer. My goal was the City of London and investment banking. I spent about three and half years working at an investment and merchant bank. In the final stage I became very involved in corporate finance work, which I found extremely fascinating, and it was that that propelled me in the direction of a legal career.
Editor: Mr. Paisner would you give us some idea how Berwin Leighton Paisner has evolved over the years that you have been there?
Paisner: The merger that resulted in Berwin Leighton Paisner took place just over three and a half years ago, on May 1, 2001. Since the merger we have been expanding quite rapidly, particularly in the areas of corporate finance and finance. We have traditionally had a very strong real estate capability, and our strategy has been to expand, develop and deepen our corporate finance and finance practices -- while at the same time retaining our preeminence in real estate. This has already been achieved to a very great extent. The merger has also given the firm a much greater degree of critical mass and increased momentum. We have also been able to attract and retain some significant lateral hires.
Editor: Would each of you describe your practice.
Paisner: I have spent most of my career as a corporate finance lawyer, and over the years this has meant a considerable volume of M&A transactions, IPOs and corporate work generally -- often with an international element. Although I still have a significant client base and am involved to a considerable extent with client management and client care generally, in recent years I have been equally working in the management of the firm.
Rosenblum: My practice primarily involves general corporate and securities law, and my clients include companies ranging from start-ups to Fortune 500 companies. The matters that I routinely handle for them include financings, mergers, acquisitions, dispositions, corporate governance, and pretty much everything a company would require in terms of corporate law. It is interesting, I think, to note that Harold is a corporate lawyer who came to be very involved in firm management, while my career path is just the opposite. I was a corporate lawyer who became very involved in management at an early point in my career and then went back to practicing law. That experience in serving as the firm's Managing Partner and managing its operations has given me a great deal of insight into what my clients experience and, I believe, has enhanced my value to them.
Paisner: I would concur entirely with what Scott is saying. The kind of management experience he has had makes him a resource for both the firm, the alliance, and its clients.
Editor: It has been a year since we interviewed Paul Pearlman, Kramer Levin's Managing Partner, on the alliance between Kramer Levin and Berwin Leighton Paisner, which had been in existence only about a year at the time. How has the relationship evolved over the past year?
Rosenblum: One of the initiatives that I started during my term as Managing Partner of Kramer Levin was to internationalize the firm. Historically, we were almost exclusively identified with New York. This was somewhat limiting, particularly as so many of the firm's clients were reaching out to the UK and to all of Europe. I believed that it was important for the firm to have a presence in the UK. In time, we came to realize that Berwin Leighton Paisner was the right match for us from many standpoints, including their expertise and quality of lawyers. Before our arrangement with Berwin Leighton Paisner was finalized, however, we established an alliance with Studio Santa Maria, a firm based in Milan, and brought on a Paris office, which was the former Paris office of Rogers & Wells.
Over the past year we and Berwin Leighton Paisner have done a number of things together, and the relationship has continued to mature. We have been jointly marketing a wide range of departments and practice areas. We have seconded associates to one another, which has enhanced both expertise and personal relationships.
Paisner: Our client base is also increasingly international -- with very few of our clients restricting their activities to the UK. We had also determined some time ago that it was important -- if not vital -- to have a U.S. legal capability. Kramer Levin was precisely the firm that we believed would enable us to serve our clients in both of the two major financial centers, New York and London. We at Berwin Leighton Paisner already had a Brussels operation, and we believed that our two firms, together with Santa Maria in Milan, would be in an excellent position to provide and develop legal services to our clients across Europe generally. Over the past year the progress has been rapid, and our alliance with Kramer Levin has brought us opportunities that would not have been available to us previously.
Editor: A year ago we talked about a group of Kramer Levin clients, a group of Berwin Leighton Paisner clients and an emerging group of common clients and alliance clients. How is the latter group evolving?
Paisner: In light of the fact that business is becoming much more global, more and more of our clients require a much greater degree of international legal capability, and our alliance with Kramer Levin has given us much greater international credibility. The alliance has helped us pitch and market our services to many more multinational clients. The fact that so many international transactions have documentation that is governed by English or New York law has placed our alliance in a very strong position to take advantage of these new opportunities.
Rosenblum: What has happened is that many Kramer Levin clients have now also become Berwin Leighton Paisner clients, and the reverse is also the case. Additionally, there are groups of partners who are now marketing the alliance to corporations and financial institutions, and these new clients are coming to us, we believe, as a direct consequence of the resources that are available to them through the alliance.
Editor: What are the principal issues that seem to be coming to the fore in international corporate, corporate finance and securities law?
Paisner: On the corporate finance side, there is a substantial increase in private equity work both in the UK and elsewhere, and there has been a significant increase in international corporate recovery work - and in the trading of distressed debt. We have been very busy in the funds area as well. Following Enron, Parmalat and other recent scandals, it is clear that legal work and advice arising from the promotion of good corporate governance and the reforms taking place on both sides of the Atlantic will be a major new source of future revenue.
Rosenblum: Sarbanes-Oxley has had a very great impact on corporate governance in the U.S. and, more and more, the issues that such legislation seeks to address are receiving a lot of attention in both the UK and Europe. I also believe that international accounting standards will be at the center of the international corporate finance discussion and have a major impact on developments.
Paisner: I think that is right on target. Corporate governance and the financial reporting standards that together define corporate integrity are going to be the main issues over the next few years. Investor confidence must be restored, particularly in an era where an increasing number of players are joining the global economy and the savings industry is becoming more and more institutionalized.
Editor: You are both mergers and acquisitions practitioners. What are the key issues for American corporate counsel engaged in an M&A transaction involving, say, an English corporation? What about the other side -- what ought English company counsel to be concerned about where an American corporation is part of the equation?
Rosenblum: In a cross-border M&A transaction you have basically the same set of concerns as you do with a domestic transaction. There are issues which are country-specific -- the tax aspects of the undertaking, regulatory issues, and any differential in law which may impact the deal -- but most have to do with the particular corporation and involve things you are going to look at in any transaction, domestic or international. After an appropriate due diligence investigation, that entails structuring the transaction to accomplish the client's goals.
Paisner: While we basically speak the same language, and there is a broad similarity in our legal systems, America is a much more litigious society than the UK or Europe generally. For this reason, good due diligence and good corporate legal counsel are extremely important for any European client wishing to do business or make an investment in the U.S.
Editor: As the pace of globalization accelerates, are you seeing a global corporate jurisprudence beginning to emerge?
Rosenblum: Over the past 20 years or so, within the international arena, there has been a growing acceptance of many of the principles governing English and American corporate law. For example, international corporate transaction agreements drafted in other countries are now simulating ones that would be drafted by a U.S. or UK practioner handling a similar transaction. I believe that reflects an increasing reliance on both the substance of U.S. and UK law and the ways in which practitioners utilize it.
Paisner: I would certainly agree. The English language is the language of international business and the principles and philosophies of American and English corporate law are now driving international transactions. If there is an emerging global corporate jurisprudence -- which I believe there is --then English and American lawyers will play a very important role -- all of which is very good news for Kramer Levin and Berwin Leighton Paisner.
Published January 1, 2005.
