Category Archives: Brooks Pierce

MidLaw lagniappe: an end-of-the-year tax tip for those selling assets

brooks-stairWe interrupt our normal programming to bring to readers a bulletin from the tax lawyers at Brooks Pierce.

Persons who are considering sales of companies or other assets before the end of 2016 should pause to consider the possibility that there may be a significant federal income tax reduction next year. Maybe that reduction will occur; maybe not. Maybe it will be retroactive to the beginning of 2017; maybe not. Maybe it will not become effective until a future year.

So, maybe you should close your deal this month (December), or maybe you should wait until next month (January). There may be multiple issues to weigh.

Maybe you should talk with your tax advisor about it.

The Case for the Mid-Sized Law Firm

Gen IVWhen MidLaw was interviewed by Lawyers Weekly, it was written questions, written answers. NC Lawyers Weekly Interview, Part I; and Part II

Just recently, Kathryn Whitaker for JD Supra Business Advisor also interviewed MidLaw. This time with oral questions, oral answers: The Case for the Mid-Sized Law Firm. Oral questions and answers are not exactly like having your deposition taken, but …

Here’s another thing. With oral questions and answers, there’s a (perhaps regrettable) tendency for the witness to speak at greater length. (Unlike a deposition, there’s nobody sitting next to you telling you to shut up.) So, with JD Supra‘s assent, MidLaw will set out JD Supra‘s piece in two parts in the near future.

If you want to see the whole thing, right now, in JD Supra‘s stylish format, go to JD Supra right here.

Henry Frye’s portrait at Supreme Court alongside Thomas Ruffin’s


Brooks Pierce photograph of Henry Frye

Henry Frye’s portrait was unveiled at the North Carolina Supreme Court last Tuesday afternoon. It will be hung in the courtroom, as portraits of every other North Carolina Chief Justice have been since Chief Justice Ruffin’s was put up in 1858.

Chief Justice Thomas Ruffin was among the most distinguished North Carolinians of his day. He was a jurist of the first rank. Authorities such as Chief Justice William Howard Taft and Justice Felix Frankfurter ranked him as a pioneer in adapting the English common law to the quasi-frontier conditions in the United States.His decisions were followed more than any others by the southern and western courts. Roscoe Pound rated him one of the ten foremost jurists in the United States.

Mathew Brady photograph of Thomas Ruffin

Mathew Brady photograph of Thomas Ruffin

Today though, Justice Ruffin is most often remembered for his opinion in State v. Mann (1829), on the incidents of slavery. In short, he concluded that a slaveholder was not liable for abusing an enslaved person and was within his rights to beat a slave savagely without cause. Contemporary scholars have concluded that Ruffin, himself a slaveholder and at one time a slave trader, was actively seeking to protect the institution of slavery in State v. Mann and other opinions, and was, in his personal life, a cruel slave master.

Justice Ruffin’s is the earliest portrait in the courtroom. Justice Frye’s will become the latest.

Speakers last Tuesday (Chief Justice Martin, Governor Hunt, US Court of Appeals Judge Wynn, and Brooks Pierce partner, Jim Williams), celebrated Chief Justice Frye as one of the most distinguished North Carolinians of his day, and also a first rank jurist.

Henry Frye is North Carolina’s first African American Chief Justice. He was the first African American member elected to the North Carolina General Assembly in the 20th Century. He is a champion of voting rights for African Americans and disenfranchised people; and Tuesday’s speakers universally affirmed that, in his person, Henry Frye is a gentle man.

Esse quam videri. Ruffin and Frye.


Supreme Court of North Carolina


Titanic struggle, North Carolina business, lawyers, history — epic telling of long ago story

Brophy photo of Mebane Luten Bridge

Prof. Alfred Brophy photograph of Mebane Bridge

What an extraordinary story.

A landmark legal opinion written by a fabled judge. A titanic battle between forces of the agrarian past and the industrial future. The construction of a gleaming bridge across a winding river in the wilderness – with no roads connecting the bridge on either side. The bridge built in the face of a repudiated contract. A baron of industry. Properties initially developed by North Carolina’s legendary John Motley Morehead. Two separate groups claiming to be the legitimate board of county commissioners. Democrats, Republicans.

It happened in Rockingham County, North Carolina. The case was Rockingham County v. Luten Bridge Company35 F.2d 301 (4th Cir. 1929). The prevailing lawyers were partners in the firm that became Brooks Pierce McLendon Humphrey & Leonard.

Behind it all sits the perennial North Carolina policy debate, still current: should public funds be levied and invested to build the infrastructure of a new economy and how? How should infrastructure and the education of the people be provided for?

I have just become aware of the great telling of that story and the rooting out of its many facets in A Bridge, a Tax Revolt, and the Struggle to Industrialize: The Story and Legacy of Rockingham County v. Luten Bridge Co., by Barak Richman, Jordi Weinstock, and Jason Mehta, 84 North Carolina Law Review 1841 (2006).

 Well done. There’s only a hint of sex, or it coulda been a movie.

Law firms, law schools lumber — Elon Law, not so much


3:AM MAGAZINE Whatever it is, we’re against it

Criticism happens quick.

Criticism in tweets and blogs and articles comes really quickly. (“The legal profession is doomed.“) Changes in law firms and law schools, not like that.

Law firms and law schools are changing right now, albeit perhaps in lumbering ways.

Yet, even though “it’s surprising how long things take, [it’s] shocking how fast they happen.”

That’s the feeling I had when I read this article about Elon Law School’s success with its new approach to legal education. Elon Law has made some big changes. They appear to be working. Where did that come from?

We’re not like every other law school,” law school Dean Luke Bierman said in an interview last week. “We want a different kind of law student — a pioneer, someone with a pioneering spirit who can come into a new program and succeed.

The legal profession was pronounced “doomed” a short while back. Now, maybe not. There is something new at Elon Law.

Tarboro & Greensboro lawyers at center of the story of Jim Crow & voting rights from start & now

fryeSome time back MidLaw pointed out the centrality of the voting rights laws to the careers of legendary Tarboro lawyer George Henry White and legendary Greensboro lawyer, Henry Frye.

Last week, the New York Times Magazine published a major article, “A Dream Undone, Inside the 50-year campaign to roll back the Voting Rights Act” in which it reported that the story goes on.

The Times put Brooks Pierce’s Henry Frye  right at the center of its report for his role in rolling back the Jim Crow system fifty years ago. But two years ago, North Carolina rewrote its voting laws again and now the North Carolina voter ID law is referred to as one of the “most restrictive voting rights laws since the Jim Crow era.”

gwh-photoAnd, it falls to MidLaw to recall that Tarboro lawyer George Henry White was at the center of the story when Jim Crow laws began in 1900. When North Carolina enacted its Literacy Test effectively eliminating African Americans from the voting rolls, George White decided not to run for re-election to Congress from Tarboro and the Second District. That marked the beginning of the Jim Crow era. White’s decision was reported in a Times article at the time, and the Times printed his famous farewell speech in Congress on page one.

White’s biographer says that the closing lines of White’s speech “were among the most widely remembered and widely quoted lines from any speech by a black American for the next half century.”

This, Mr. Chairman, is perhaps the negroes’ temporary farewell to the American Congress; but let me say, Phoenix-like he will rise up some day and come again. These parting words are in behalf of an outraged, heart-broken, bruised, and bleeding, but God-fearing people, industrious, loyal people – rising people, full of potential force.

book ghwRaleigh’s News & Observer also marked White’s departure from Congress and hailed the new era, quoting a North Carolina legislator to a much different effect:

Geo. H. White, the insolent negro, who has so long represented the proud people of North Carolina in the Congress of the United States, has retired from office forever. We have a white man’s government in every part of the old State, and from this hour no negro will again disgrace the old State in the council chambers of the nation. For these mercies, thank God.

Benjamin R. Justesen, George Henry White, An Even Chance in the Race of Life (LSU Press 2001).

Tarboro’s George White was central to the story in 1900. Fifty years later, Henry Frye was central to dismantling them. Now, after another fifty years, the fight goes on.

The Times wrapped up its article last week by quoting Frye on where we are today:

It’s not quite what it was a long time ago. It’s more sophisticated now.


Millennials as lawyers, a delicate and touchy topic

The Millennials, we are told, move frequently from job to job, seemingly at a pace that, for lawyers, would obstruct professional development and frustrate the efforts of legal employers seeking to recover investments in professional development. This is a challenge.Baby-Owls-l (1)

And then there are the Millennials themselves. Yes, Millennials as a group can be characterized along various dimensions. They are said to optimistic, team-oriented, and tech savvy. And, they are achievement-driven, pressured to succeed and distrusting of organizations. The lists go on.

But for all the things that can be said about Millennials as a group, what is true of the group may tell you nothing about any individual member of the crowd.

In the weeks since Brooks Pierce’s terrific discussion of generational differences, led by Wake Forest University’s Rogan Kersh, I have sat with Millennials who affirmed the broad characterizations of their kind and urged that our law firm structure itself to manage them accordingly – and I have sat with others who, even as they accept the general insights about their generation, at the same time vigorously (and very credibly) deny that the same conclusions apply to themselves as individuals. They even resent the assumption that they can be lumped in that way.

This learning about generations, and Millennials in particular, must be applied with caution and a delicate touch.


Traditional law firm professional development models obsolete?

birds & young 2Brooks Pierce’s lawyer staffing model is not far removed from what might be called “traditional” or “old fashioned.” That means that we still hire most of our new lawyers immediately upon their graduation from law school, or judicial clerkships – and we assume that when they join us, they are not ready to practice law; they are certainly not ready to practice law “the Brooks Pierce way.” We assume our new lawyers will learn by working with experienced lawyers (what the consultants call the “apprenticeship” model).

Depending on many variables, we assume that it takes four to seven years before most new lawyers become “stand-alone” professionals. We assume that in time our associates will become our partners and spend their careers as members of Brooks Pierce. This model helps us to deliver a standard of client service that, we hope, sets us apart.

Are we obsolete? In a changing world, we hold to the conviction that our way remains the best: the best professional development model for lawyers who will become counsellors and advocates for clients facing the most difficult problems.

The greatest challenge to our model has come from high turnover among associates, which we attribute to demographics. Turnover among young lawyers at law firms generally is high, as apparently turnover is high for Millenials generally.

We believe that turnover at Brooks Pierce is lower than among our peers, but – at our size and in our practice niches – turnover (or, retention) is still a challenge, and it is expensive. We cannot ignore it.

Whaddaya gonna do?

We manage. Specifics (our not-so secrets) will come in posts to follow this one.

We believe that we have have continued to make the economics of the old model succeed, even in a time of high associate salaries – and on terms that are fair to our clients, yet work for us. That part is a story for another day.

We are not obsolete. We are classic.

Gen Y & law firms – the turnover, the turnover

Brooks Pierce‘s professionals and staff directors spent a morning recently with Rogan Kersh, who is Provost and a political science and demographics scholar at Wake Forest University. (I have concluded that Brooks Pierce needs a provost-political-scientist-demographer, too (at least, we need a brilliant one like Wake Forest has).)

Dr. Kersh brought us his celebrated insights about the digital age and Generation Y (Millenials).birds-leaving-nest

Invariably, those of us in the vanguard of the Baby Boom are shocked in such discussions. Shocked, to hear that members of Gen Y will hold so many different jobs in their lives.

Projections differ. Some say typical millennials will have 5 or 6, or even a dozen, jobs before they are 30 years old. Others project that millennials will have well over 20 jobs in the course of their careers.

Doesn’t matter what the exact number is: this is a challenge for traditional law firms.

It may not be so much of an issue for narrowly specialized lawyers, or for lawyers whose work is to handle high volumes of routine or standard matters. But, for lawyers who are problem solvers – for those whose stock in trade is judgment applied in conditions of ambiguity, complexity and uncertainty – the work experience they need takes more time to get than job-hoppers have got.

If “apprenticeship” is the way problem-solvers are trained best, that takes time. Is there enough time for job-hoppers to learn as they go from job to job? Can the legal profession work that way?

This is not to say it can’t be done. Job-hopping may be a good way for new lawyers to find the professional setting that suits them best. In some circumstances, different experiences at different firms may enhance professional development.

But the turnover wreaks havoc with the staffing model of old fashioned law firms.

That can be managed, too. And managing starts with identifying and understanding the issues. Thanks to Rogan Kersh for doing that so cogently for Brooks Pierce – as it appears he is doing for Wake Forest and its law school as well.

This “the profession is doomed” thing: if winter comes, can spring be far behind?

This past week, a consultant who is “renowned in the areas of legal management, marketing and technology” got a lot of attention for reporting, after participating in a bar leaders panel on the future of the legal profession, that “the profession is doomed.”Bluebird

“Doomed,” because lawyers’ training and experience have made them “a reactive and dogmatic group,” and this prevents them from embracing changes needed in delivery of legal services.

He cited a discussion about “limited license legal technicians.” This is an idea, adopted in the State of Washington, that permits persons who are not lawyers to practice law. These “LLLTs” will be permitted, in limited circumstances, to help clients prepare legal documents; advise them about the documents; explain legal procedures and proceedings; and gather and evaluate facts.”

Apparently, the bar leaders on the panel found only problems with this idea. They worried about potential harm from bad advice; they complained that licensed lawyers don’t have enough work to do as it is; they brushed aside evidence that most poor people handle most of their legal needs without any help from a lawyer because they can’t afford it, and that traditional sources of funding for legal services for the poor are steadily being reduced.


BUT – also last week – the  ABA Journal reported that opening the practice of law to practitioners with limited licenses has met with some form of encouragement in Connecticut, Oregon, New York, Vermont and Massachusetts in addition to Washington. And for-profit services like Legal Zoom and Avvo seem to be making steady headway.

The American Bar Association, however carefully, seems to be encouraging the profession to consider new ways, many of which will threaten to loose the unlicensed into legal services.

AND – also in the past week – Brooks Pierce entered into serious conversations with – not one, but two – separate groups that have ideas for cooperative efforts by law firms and others to design and deliver standard legal services at low costs using cutting edge technology and the Internet. I’m not going to tell you what those two groups have in mind. That is secret. But, I can say this: one group would cut compliance costs and improve performance for boards of directors and particularly the boards of public companies; and the other will deliver innovations along more predictable lines in litigation support and document discovery.

Now I am often accused by my “reactive and dogmatic” colleagues of being an optimist – maybe even an inveterate optimist.  But, just now I am asking: “Skippy, if winter comes, can spring be far behind?”

This could be a very good time to be a mid size law firm – at least, a nimble and efficient one.