T v · 2012-01-10 · the shops in the lobby as well as the coffee shop and restaurant. Also...

Richards, Layton & Finger | 31

SUCCESSION AND SUCCESS, 1951-1980

T vhe nature and spirit of Richards, Layton & Finger changed vsignificantly in August 1951, when founder Robert Richards vdied of a heart condition at the age of 77. Still a partner—the

firm as yet had no retirement policy—Richards had led the firm up until his death.1 Who would succeed him? None of the more senior partners—Aaron Finger, Caleb Layton, and Charles Richards—were by nature or inclination eager to accept the administrative burden of leading the firm. Instead, 46-year-old Robert Richards, Jr., stepped forward to accept the challenge. Richards had been practicing for more than 20 years and was widely respected in the community and among the corporate bar. Under his direction, Richards, Layton & Finger evolved into a “band of brothers” who liked and respected one another, and together they developed a supportive and collegial atmosphere. In a time of growth for the legal profession nationally and in Wilmington, Richards, Layton & Finger also expanded—from 12 lawyers in 1951 to 34 in 1980, which kept it near the top of mid-sized firms nationwide and made it the largest in Delaware.2

As his father had done, Richards Jr. put his own imprint on the firm. His warm personality soon earned him the nickname “Uncle Robert,” and he in turn assigned nicknames to his colleagues.

E. Norman Veasey, for example, became “Norman the Doorman,” after a character in a popular children’s book, and William T. Quillen, an associate in 1964, became “Mr. Quiggly.”3 “Uncle Robert” had a habit of appearing at the threshold of the library where associates awaited their assignments and inquiring—with a twinkle in his eye—“So, how are my boys in the bullpen today?” “Uncle Robert” had more of a sense of humor than his father. “You will note that the firm has purchased its first Xerox machine,” he announced in a memo. “Given the mechanical abilities of the lawyers in this office, it should be run exclusively by secretaries.”4 Before long, the “boys” in the library and the “girls” who typed and took dictation depended on Richards’s firm but friendly leadership. Former partners remember him as a “benevolent despot.”5

When Richards Jr. took over, Richards, Layton & Finger had five partners and seven associates, and for the next decade or so these numbers barely changed—the firm had only 15 lawyers in the mid-1960s.6 The atmosphere around the office remained collegial and informal. During the 1950s and 1960s, the firm’s method of setting fees was informal as well. Richards Jr., Layton, and Finger set fees for clients at the end of each case, often somewhat arbitrarily. Not

Chapter Threen n n


The Bata-Svit Shoe Factory, Gottwaldov, Czechoslovakia.

surprisingly, they considered whether the outcome was successful and how much the client could likely

pay. Beginning in the 1960s, Ned Carpenter suggested that the firm use time sheets to track the work, but even after that, former partners recall that Richards and Finger on occasion applied another quantifiable measure: the size of the correspondence file.7

In addition to running the firm, Richards Jr. had plenty to do as one of the state’s leading Republicans. He had served in the General Assembly during the 1940s and was party chairman in the 1950s. Richards and his Democratic counterpart, William S. Potter of Potter Anderson & Corroon, chairman of the Democratic State Committee in the 1940s and national committeeman from the 1950s to the 1970s, had their law offices at the same Wilmington intersection. That proximity facilitated Richards and Potter working together on political matters. Sometimes they worked out arrangements that were conveyed to party leaders in Dover, even determining which bills should be considered in which order. Before voting, therefore,

legislators from both parties in Dover often awaited their word. If there was a delay in the legislature’s proceedings, it was often explained with the quip, “They haven’t decided at Tenth and Market yet.”8

The partners and associates worked hard, not only during the week but also for half a day each Saturday. No secretaries came in on the weekend; an associate was expected to fetch the mail from the firm’s post office box and then sort it. Saturdays were more informal as well: the men wore sport coats and ties rather than dark suits, and they frequently chatted around a large table in the firm’s library—one of the few occasions when all the partners discussed together what they were working on.9 After office work ended at noon or 1 p.m., the partners often adjourned to the nearby Wilmington Club for lunch, dining with other lawyers or judges around the large members’ table.10

Beginning in 1955, first Finger and then Richards Jr. became enmeshed in what has been described as the Delaware Court of Chancery’s “most complicated situation.”11 Richards, Layton & Finger represented two members of the Bata family, heirs to a shoe-manufacturing fortune. During World War II, some stock certificates had been duplicated in Switzerland, which complicated various family members’ ownership claims. The two clients counted on the firm to establish the priority of their shares in two Delaware corporations that were then holding bearer certificates representing stock in the corporation.12 The case of Bata v. Hill was among the longest in

32 | Richards, Layton & Finger


Robert Richards ran the firm from 1951 until shortly before his death in 1977.



Delaware’s history, running for more than six years through eight trials in the Court of Chancery and two appeals to the Delaware Supreme Court. None of the parties was an American, ownership involved companies in Switzerland and Bermuda, claims were based on previous litigation in New York and Holland, and the governing law was primarily Czech probate law, which Richards, Layton & Finger attorney Stephen E. Hamilton, Jr., had to research. During the protracted trials, the firm’s New York co-counsel enlisted lawyers who took depositions in Brazil—and later claimed that they had fled a jungle airfield in a hail of poisoned arrows shot by aboriginals.13

In June 1962, just a month before Richards, Layton & Finger finally won the Bata case, Charles Richards died of pneumonia at age 58.14 That summer, his son, Charles F. Richards, Jr., joined as a clerk and the next year became the firm’s fourteenth lawyer. Young Charles had studied at Princeton and earned a law degree at Yale before moving to Tanzania to teach for a year as a visiting professor of law.

He kept the firm’s tally to two members of the Richards family, two Laytons, and two Fingers. The firm at that time was still a place for generalists; its lawyers appeared in every court in the state—municipal, state, federal, special venues such as the Family Court, and once, even before the Delaware Board of Pharmacy. Ned Carpenter and others also appeared in the Tax Court in Washington, D.C., and occasionally before the U.S. Supreme Court.15 Carpenter’s distinctions included serving as president of both the DSBA and the American Judicature Society, and he was known in particular for rigorous pretrial research. “He

A notable associate at Richards,

Layton & Finger was James H.

Gilliam, Jr., one of the pioneering

black lawyers in the state and the

first hired by a major Delaware

firm. Gilliam graduated from

Morgan State University and

Columbia University School of

Law and began legal practice

in New York before joining

Richards, Layton & Finger in

1974. In 1977, he left to join the

new administration of Governor

Pierre S. (Pete) du Pont IV. As secretary of community affairs and economic

development from 1977 to 1979, Gilliam was the first black to hold a cabinet-

level office in Delaware. As capable in business as he was in law and public

affairs, Gilliam went on to become vice president and general counsel of

Beneficial Corporation and chairman of Beneficial National Bank. At the time

of his death in 2003, at age 58, he was chief counsel at Knickerbocker LLC, a

private investment firm, and a trustee of several foundations, including the

Howard Hughes Medical Institute.57

James H. Gilliam, Jr.

Legislative Hall, Dover, where Delaware lawmakers often awaited word from “Tenth and Market.”



was meticulous as a lawyer and in preparing the cases and documenting everything,” recalled frequent courtroom

opponent William Prickett. “He had these big black notebooks, and he would come in and unload his briefcases, and you knew that he had everything documented all the way.” Carpenter’s command of detail was possible because of his careful organization—he constantly updated those black notebooks and kept them close at hand in his office. His notebooks served another purpose as well: Carpenter was a champion tennis player who strove to keep fit and insisted on toting his trial notebook case himself, sometimes carrying it up the stairs to his office rather than riding the elevator.16

Meanwhile, older partners acquired distinctions the way Carpenter collected notebooks. Canby was president of the DSBA from 1963 to 1965, during which time he led a study of the state’s magistrate system. Finger was elected to the American College of Trial Lawyers in the 1960s, a period in which he successfully defended Trans World Airlines against claims by Howard Hughes,

and the Chrysler Corporation against charges raised by a fraudulent distributor.17 Age did no more to weaken Finger’s powers of concentration than it did his performance in the courtroom. Finger often rode the bus to and from the office, and one day his daughter saw him step aboard and knew he was so deep in thought that he did not notice her. As he shuffled down the aisle, she extended her leg to gain his attention. Nearly tripping on it, he uttered, “Pardon me” and went on to find a seat, never recognizing his daughter Ruth.18

For Richards, Layton & Finger lawyers, the DuPont Building was something of a second home. Associates and summer interns kept the library in Suite 4072 buzzing with conversation and socialized after hours in the bar downstairs. Lawyers and secretaries frequented the shops in the lobby as well as the coffee shop and restaurant. Also conveniently at hand were an in-house drugstore, a tobacco shop, a beauty shop, and a barber shop. When clients came to town, they could stay under the same roof in the luxurious Hotel du Pont, Delaware’s best. On one occasion, the hotel’s services proved especially useful. In the late 1960s, former New York governor and two-time presidential candidate Thomas E. Dewey visited Richards Jr. to discuss a legal matter. Dewey’s lucrative New York practice had made him a millionaire, and he expected to live like one. Upon being ushered into Richards’s office, Dewey announced: “I’m thirsty. I’d like a glass of ice water.” Richards, eager to please his distinguished

Henry M. Canby in his office at Suite 4072 DuPont Building.

Market Street in Wilmington in the 1950s.



visitor, picked up the phone and told his secretary, “The governor is thirsty. Please get him a glass of ice water.” She could find no glasses or water pitcher in the office and dared not suggest that Dewey simply step out to the corridor and use the drinking fountain. Instead, she telephoned room service downstairs at the Hotel du Pont, and a pitcher of ice water and four glasses promptly appeared.19

When not tending to such extraordinary duties, the secretaries were the mainstay of the operation, typing all correspondence in triplicate carbon copies, correcting and retyping briefs and opinions, filing papers, retrieving reference books, and taking shorthand dictation from the lawyers. Mrs. Lally, the receptionist—everyone in the office was addressed as “Mr.,” “Mrs.,” or “Miss”—placed all the long-distance telephone calls. But sometimes, no matter what they did, it wasn’t quite good enough. Veasey, certain that secretaries were spending too much time on personal phone calls, once paced around mumbling, “Idle fingers . . . idle fingers” and returned with a stack of documents to be typed. Bell was so fastidious about how his court documents were typed that he measured the margins with a ruler.20

In 1963, as a result of a decline in the rate of new incorporations in the State of Delaware, the corporate bar and the Delaware General Assembly decided to review the state’s corporation law with an eye toward revision. The legislature appointed a commission to study the matter, which hired Professor Ernest L. Folk III of the University

of Virginia Law School to analyze the entire statute and make recommendations. The commission also appointed three of its members as “draftsmen” to decide what to propose as amendments: S. Samuel Arsht from Morris, Nichols, Arsht & Tunnell; Richard F. Corroon from Potter Anderson & Corroon; and Canby from Richards, Layton & Finger, who was then president of the DSBA.21 Acting as legal secretaries to these three were Walter K. Stapleton from Morris, Nichols, Arsht & Tunnell; Charles S. Crompton, Jr., from Potter Anderson & Corroon; and Charles Richards, Jr., from Richards, Layton & Finger. It was the legal secretaries’ responsibility to prepare the first draft of the corporation law for review by the “draftsmen.” The process of redrafting all of the sections of the statute that required revision was arduous and lengthy because every change in one section of the law had to conform to changes that were being made in other sections. For a year, the three legal secretaries and their senior colleagues met in the DuPont Building at 8 a.m. every Saturday morning,

Secretaries working at the DuPont Building during the early 1960s. Front right is Marie Kaye, Henry Canby’s secretary.

Receptionist Naomi Lally managed the firm’s telephone switchboard with aplomb.



consulting Folk’s analysis to revise the statutes. When the task was completed in 1967, the legal secretaries had received an education in corporate law that was unequaled anywhere.22 The reforms seemed to work quickly. Within two years, new corporation charters had increased noticeably, and by 1974 more than 13 percent of Fortune’s top 1,000 companies were incorporated in Delaware.23

The firm’s expertise did not stop with Delaware corporation law, however. Richards, Layton & Finger’s tax work had long been done by Sutherland, Asbill & Brennan, a firm with offices in New York and Washington, D.C.24 In 1967, the firm decided to develop this expertise in-house and hired Thomas P. Sweeney to start a tax, trusts, and estates department. Sweeney had studied in the graduate

Thomas P. Sweeney joined Richards, Layton & Finger in 1967 and soon built up a thriving tax practice.

Robert Richards, Jr.,

came home one

evening during the

late 1940s and over

dinner shared with his

family a “strange thing”

that had happened at

the office that day. A

young woman had

come in to interview

for a job—as an

attorney. Voicing the

sentiment common

to men of his day,

Richards declared,

“No woman lawyer is

going to be hired by Richards, Layton & Finger!” Daughter Jane, then about

13 years old, remembered that declaration. After college she was intent on

joining the Foreign Service but remembered her father’s declaration and took

it as a challenge.58 After graduating from Harvard Law School in 1965, Jane

Richards passed the Delaware bar, married William V. Roth, Jr., and became

an associate at Richards, Layton & Finger. At the time, she was told a woman

would never be made partner; however, she became the first female partner of

a major Delaware law firm.59

Roth began with a focus on domestic relations, but she found her niche in

cases involving medical malpractice. Unnerved by facing a female adversary,

a notorious Philadelphia lawyer once became belligerent and abusive. During

the trial, after three of Roth’s objections to the same question had been

sustained, the lawyer turned to Roth and shouted, “Stop yelling at me like a

fishwife.” Unabashed by these histrionics, Roth methodically pursued and won

the case.60

Roth became a judge in the U.S. District Court, District of Delaware in 1985 and

a judge in the U.S. Court of Appeals for the Third Circuit in 1991.

Jane Richards Roth



tax program at New York University Law School and worked at a St. Louis firm before coming to Richards, Layton & Finger. At first, Sweeney’s work included estate administration, income taxation of estates and trusts, and estate planning. Sweeney was soon assisting clients of Wilmington Trust as well, many of whom he met through the du Pont connections of Carpenter and Rodney Layton. When Sweeney arrived in Wilmington, there were only two other tax lawyers in the city, both working primarily on income taxes. Sweeney developed a broader practice, encompassing estate planning, tax on estates and trusts, and state and local tax matters for both individuals and businesses.25

Richard G. Bacon and Robert Meyer joined the tax department in the 1970s to help expand the practice. In the mid-1970s, Julian H. Baumann, Jr., who specialized in federal and state matters and special-purpose entities, joined the department. Within 10 years, tax work engaged half a dozen lawyers, and today’s tax practice involves eight lawyers and three paralegals.26 Unlike other large law firms, Richards, Layton & Finger has always combined its tax group with its trusts and estates group, providing unusual synergy among these specialties.27

The 1970s saw an expansion of the firm’s areas of practice through a number of lateral hires. In 1970, Allen M. Terrell, Jr., left New York to join the firm’s Litigation Department and work

with Carpenter. He was followed the next year by Wendell Fenton, also from New York City, who helped the firm create new ways to develop financial capital markets through innovative business trusts and leveraged leases. Stephen E. Herrmann, who had clerked for the Delaware Supreme Court and worked as special assistant to the general counsel at the Environmental Protection Agency, joined the firm in 1972 to strengthen the firm’s environmental and litigation practice. Also in the 1970s, the firm hired Philadelphia lawyer Daniel L. Klein to develop a commercial real estate practice. This practice has thrived, thanks to work by him and later by Robert J. Krapf and Daniel M. Kristol, resulting in the firm’s involvement in most of the new building projects that have gone up in Wilmington and around the state. Attorneys at Richards, Layton & Finger were also dedicated to pro bono work and sometimes found their own causes as well. For example, in the 1960s, Rodney Layton worked to liberalize Delaware’s

Louis Finger loved to devise novel legal strategies for his clients.



abortion laws, while Louis Finger founded the state’s first chapter of the American Civil Liberties Union (ACLU).28 Finger was also very creative, known for sitting at his worktable—he did not have a desk—and devising novel legal strategies for his clients. “He was one of those people who would come into your office and say, ‘What do you think about this idea?’ ” recalled Richard G. Elliott, Jr. “Then he’d come up with some new theory on how to attack a proposition.” Finger, Elliott, and David T. Dana III were once appointed by a court to represent young men charged with assaulting an FBI agent. Even though he had never tried a criminal case, Finger developed theories that he was sure would get the defendants off. “He was very feisty,” Elliott recalled.29

Another colorful partner of this period was William E. Wiggin, a Bostonian who proudly traced his ancestry to an accused witch

who was pressed to death in 1692. Wiggin attended Yale University and Harvard Law School before joining Richards, Layton & Finger in 1956. He practiced corporate and family law, working with the Children’s Bureau of Delaware to aid the adoption of abused children. One of his first assignments was to marshal the assets of an estate, literally, by herding goats. He subsequently assisted Carpenter and Finger in aircraft negligence litigation. Wiggin was a relentless literary stylist and grammarian, and the first editor of Delaware Lawyer.30 He was also a bit of a prankster. Wiggin once staged a photograph for the cover of Delaware Lawyer that depicted him and Richards, Layton & Finger colleague Thomas L. Ambro being led, handcuffed, into a police station.31

It was a challenge to even Wiggin’s sense of humor when Canby innocently asked him to consult with a lady claiming to have been victimized by copyright infringement. “I found myself face to face with a recently escaped lunatic from the Delaware State Hospital who wanted us to institute suit against Irving Berlin for stealing her lyrics to ‘God Bless America,’” recalled Wiggin.32 Surely, Richards, Layton & Finger was a bit duller after Wiggin left to become executive director of the DSBA in 1983. The firm lost its two remaining founders in 1969. When Aaron Finger died in June, he left a legacy that extended far beyond the firm. He had been of great service to the community, sitting for 17

Louis Finger was president of the firm from the late 1970s through the early 1980s. He was called a pioneering and crusading attorney for free speech and open government.



years on the Wilmington Board of Education. But his greatest impact had been on Delaware law, and on the day of his funeral the courts of the state closed to permit lawyers and judges to attend.33 Caleb Layton died in December, and the health of another giant at the firm, Henry Canby, began to decline soon after. One event during that difficult period illuminated the Wilmington bar’s close and collegial spirit. When taking depositions in Texas with Richard F. Corroon, Canby became ill. The two stopped work and flew home. Canby’s colleagues asked for an unusually long continuance, but Corroon’s client refused. Corroon threatened to quit the case if the continuance was not granted, and the client yielded.34 When Canby died in May 1971, his close attention to corporate law was taken up by a new generation that included R. Franklin “Frank” Balotti, who had worked closely with Canby and to whom Canby was a mentor and friend. Balotti, who became active in legislative matters under the tutelage of Veasey, eventually took on Canby’s role as president of the DSBA as well as chairman of its corporation law section.35

By that time, the gleam of the 1960s business boom had definitely turned drab, bringing financial distress to many businesses. Even

Richards, Layton & Finger was affected when the generally sluggish economy of the 1970s cut into usual lines of business. But management reacted as best it could to turn that problem into an opportunity, moving its best lawyers from one area to another to

In the early 1970s, American Airlines was financing the acquisition of new

aircraft using New York common law trusts. A New York tax question arose.

Wendell Fenton got a call from his former colleagues at Debevoise & Plimpton

in New York, to see whether a Delaware common law trust as the owner of

aircraft would pose any Delaware tax issues. Fenton consulted Rodney Layton,

who advised, “Sure we can do them.” Layton turned to Wilmington Trust, as

trustee, and Fenton carried the laboring oar on these transactions.

The business expanded mightily over the next years, with Wilmington Trust

acting as owner trustee for aircraft owned by such airlines as American Airlines,

Delta Airlines, United Airlines, Braniff, and Air France and for other equipment,

such as drilling rigs in the Gulf of Mexico (for Pemex), boarding gates, railroad

cars, and oil tanker vessels. Common law trusts were also used to hold collateral

which provided security for major financial bailouts—Chrysler, Massey-

Ferguson, Allis Chalmers. An individual trustee was used when Wilmington

Trust could not or would not act in certain jurisdictions and for other financing

transactions, and William J. Wade acted as an individual trustee in a number of

transactions.

The use of a Delaware common law trust as a financing vehicle became ever

more popular with investment bankers. Receivables held by various savings

and loans and other banks were packaged by investment bankers into

Delaware trusts, with the interests in the trusts being sold to investors. When

there were questions as to the status of the common law trust under Delaware

and federal tax law, in order to provide the certainty that investors required,

Richards, Layton & Finger, at the suggestion of Fenton—with Eric A. Mazie, then

a young associate, doing the drafting—prevailed upon the Delaware legislature

to pass the Business Trust Act, now known as the Statutory Trust Act. With this

statute on the books, the financing business using Delaware “statutory trusts”

boomed.

Development of Corporate Trust Business

Thomas L. Ambro when he joined the firm in 1976.



keep up with the changes. Wendell Fenton took his concerns about one particular rough patch to Richards Jr., who assured him just as Richards’s father had assured him years earlier, “Don’t worry. There will always be legal work. It may just be a different kind.”36

The firm developed its bankruptcy law business thanks in part to the troubles of a du Pont heir who turned to the firm for help. Lammot du Pont Copeland, Jr., had incurred more than $50 million in personal liabilities in the late 1960s by guaranteeing a string of unfortunate investments. When he faced his creditors at the Federal Courthouse in Wilmington in November 1970, his was the largest personal bankruptcy case in American history.37 Richard Elliott recalled this as the first bankruptcy case that he, Veasey, and Martin I. Lubaroff had worked on. The three came to know each other very well, since the Copeland bankruptcy case lasted some five years. Veasey returned to the corporate practice and Lubaroff used the experience to expand his specialization in

commercial law. Elliott continued to focus on bankruptcy, representing major creditors in the Penn

Central bankruptcy. Delaware soon became a popular forum for airline and railroad bankruptcies, in part because of its convenient location between the regulators in Washington, D.C., and the creditors in New York. The filing of a bankruptcy case in Delaware for the Delaware & Hudson Railroad, located in New York, set an example for many subsequent filings by Continental, TWA, and other transportation firms.38

Also in the 1970s, Elliott developed an expertise in administrative law. He began by handling cases before the National Labor Relations Board while representing contractors at DuPont Company construction sites around the state. From labor law, he branched into employment law, which concerns employment discrimination as well as other things—another example of the firm’s flexibility and willingness to develop new specialties.39

As Richards, Layton & Finger took on new kinds of work and new employees in the 1970s, the lawyers and staff began to colonize other offices in proximity to the DuPont Building. But Suite 4072 remained the heart of the enterprise. At the epicenter was the somewhat mysterious office of Robert Richards, Jr.: a large room

Richard Elliott handled bankruptcy and employment law work. He succeeded Louis Finger in representing the Wilmington News Journal.

Norm Veasy and his secretary Susan MacNab.

painted dark blue, in which the blinds and shades were always drawn. Spotlights shone down to create the mood of a temple. In the blue room sometimes shone the blue glow of a television screen—Richards enjoyed watching the soap opera “All My Children” and sometimes invited the secretaries to join him.40

By contrast, the other lawyers’ offices were bright and simple, with steel desks and file cabinets. The windows, also steel-framed, had wire mesh in the glass, giving the offices an industrial air. Young associates shared remote offices on other floors and in other buildings. Quiet and studious work continued throughout the day, punctuated only by a lunch break and two other welcome interruptions: midmorning and midafternoon, a bell announced the arrival of a cart that rolled through the building to sell donuts, coffee, soft drinks, and juice. The associates usually trooped out into the corridor, eager for a well-deserved break. A few secretaries joined them to buy food or drink for themselves or to fill orders for their bosses.41 Friday afternoons sometimes brought stronger



Rose Haley taking dictation in Robert Richards, Jr.’s, dark blue office during the 1960s.

Rodney Layton had aspired to a

career in medicine. Therefore, it

was only natural that he would

have been the lead partner

of Richards, Layton & Finger

involved in affairs relating to the

Wilmington hospitals. Layton,

aided by Jane Roth, represented

the Wilmington Medical Center

(predecessor of the Christiana Care

Health System) in the defense

of medical malpractice cases

brought against it in the 1960s and

1970s. When it was determined

that a modern hospital would be

constructed by the Wilmington

Medical Center outside the city in northern New Castle County to serve the

burgeoning population of Newark and the surrounding areas, Layton and the

Wilmington Medical Center’s advisors determined to finance the new hospital

through an issue of tax-exempt bonds.

Layton caused the creation of the Delaware Health Facilities Authority as the

state agency to issue such bonds. The new hospital project consisted of the

relocation of certain patient care, ancillary, and outpatient services from two

of the Wilmington Medical Center’s physically outdated acute care hospitals

located in Wilmington to a new facility located outside the city which, when

completed, would be known as the Christiana Hospital. The project involved

the renovation of the Wilmington Medical Center’s Delaware Division in

Wilmington to upgrade its physical plant, and the closing of the 280-bed

Wilmington General Division and the 282-bed Memorial Division. Wendell

Fenton, assisted by a new associate, Paul M. Altman, was initially active in

these refinancings. In subsequent financings, Cynthia D. Kaiser took over from

Altman, and today the Christiana Care Health System is represented in ongoing

financings by Richards, Layton & Finger.

Christiana Care

Rodney Layton specialized in corporation law and medical malpractice, and worked to modernize Wilmington’s hospitals.



refreshments, as associates swapped war stories of the week over six-packs of beer—but, as of yet, only in the satellite offices.42

Old office traditions were clearly changing, however. As the firm grew and times changed, long-held attitudes about hiring were abandoned. Originally, Richards, Layton & Finger hired very few attorneys and was extremely selective. Aspiring lawyers came on as associates and nearly all were expected to “make partner.” Traditionally, only a few would fall short and leave the firm. “You were hired with the expectation you’d be here for life,” recalled Bell, who joined in the 1950s.43 In the late 1970s, however, that began to change: more and more associates were hired and far fewer were expected to make partner. Work habits began to change. In the laid-

back 1970s, the firm’s office was usually empty after 6 p.m. Carpenter recalled shooing people home if they tried to work much later.44 Wendell Fenton found this laxity suspect, however. Accustomed to more rigorous New York routines, he was the first in the firm to advocate hiring a night typist.45

It was during the 1970s that the traditional administrative arrangements established at the turn of the century began to give way to systematization. Early in the decade, Richards, Layton & Finger accountant James Smith acted as office manager. He made sure that the office equipment—a Xerox copier and IBM Selectric electric typewriters—were all in working order. For a time, secretaries were still hired by the partners, and they worked directly for them except on special occasions when they helped out those facing deadlines. As time passed and the caseload grew, however, the managing partners saw a need for more formal organization and hired Bernard Lazarus as the firm’s administrator; he chiefly hired and fired secretaries and coordinated staff responsibilities.46

The nature of corporate practice also changed in the 1970s. Before then, most corporate mergers and acquisitions had been of a friendly nature. The business climate changed, however, as conglomerates grew shaky and creative entrepreneurs rushed to snatch the pieces from unwilling firms. Veasey’s first involvement in a hostile tender offer case was Alaska Interstate. “I had a whole team

Max Bell specialized in workers’ compensation law, assisted Henry Canby in his hospital work, and later served on the board of the Blue Cross medical insurance system of Delaware.



working with me, like Charlie Richards, and others,” Veasey recalled. “And we sort of decided on a model that became a model that’s used in hostile takeover cases, where you would have one person ready to argue the case in court, or argue any procedural motion; then you would have one team taking depositions of the other side, and one team in another part of the world defending depositions that were being taken of our clients. And then you’d have another team back in the office writing briefs, preparing arguments, and sending out subpoenas. You’d have a critical mass of people doing all these different functions simultaneously.”47

The legal climate changed for other institutions besides corporations during these years. In 1976, Rodney Layton and William J. Wade undertook to defend the Wilmington Medical Center against a class action suit brought by the NAACP to stop dispersal of city-based medical facilities to a new, consolidated hospital outside Wilmington. As a young man, Layton had considered studying medicine, and he enjoyed the technicalities of the field. Layton also gained an advantage in court because he “pretended to be a country lawyer, but he wasn’t.”48 As Layton worked to improve health care for all Delawareans, his own was deteriorating. He was dying of cancer during the latter stages of the litigation and was obliged to leave much of the work to Bill Wade, who did most of the preparation and handled arguments during the appeals. It was Layton, however, who directed the defense strategy

to its successful conclusion.49

Change came to the firm abruptly in November 1977, when Robert Richards, Jr., suffered a heart attack and collapsed outside the Bee Hive, the tobacco shop in the DuPont Building. His death a week later obliged the surviving partners to again take stock of their now-expanding enterprise.50 Substantial reforms followed. A retirement program was introduced, along with the new requirement that lawyers scale back work at age 65 and leave the firm by age 70. In 1978, Richards, Layton & Finger was incorporated, a move that enabled the firm to offer a comprehensive pension program.51 Partners became directors, and a managing director’s position—first filled by William Wiggin—was created to handle administrative duties. Widely respected and admired by the late 1970s, Richards, Layton & Finger had become the largest Delaware law firm. It continued to focus on corporate law, with a national reputation for relentlessly exploring diverse aspects of that law.

Shortly after joining the firm, William Wade worked with Rodney Layton to defend the Wilmington Medical Center in a class action suit.



It was inevitable that some of the firm’s cases produced lighter moments. Ned Carpenter encountered such a case when he accepted American Airlines as a

client in what came to be remembered as “the Case of the Pampered Poodle.”52 A woman flying east from Arizona had brought aboard a pet poodle in a carrying case. Once the plane was airborne, she let it out to sit on a seat beside her. When told that the dog must remain in the case, the woman refused to comply; as the plane made an intermediate stop in Washington, D.C., she kept the pet by her side. Unwilling to listen to reason, the woman—and her poodle—were removed from the plane. She sued American Airlines for thousands of dollars in damages, claiming “wanton and willful” actions by the pilot. Losing in Delaware’s Superior Court, the indignant dog owner appealed to the state’s Supreme Court, where Carpenter—often

straining to maintain a serious demeanor—again carried the day on behalf of American Airlines.53

For Richards, Layton & Finger in general, growth carried the day in the late 1970s as the firm expanded to keep pace with a boom in corporate law created by an expanding economy, a deregulatory political environment, and an increasingly litigious marketplace. With the managers of the DuPont Building unable to offer the firm more space, and with satellite offices further scattering the workforce, a move to larger quarters became inevitable. In June 1980, Richards, Layton & Finger packed up its files and memories from Suite 4072 and moved one block away to a new building at One Rodney Square.54 Now all departments could be under one roof, and the lighting and the carpeting were bright. A clear beneficiary of the move was Carpenter, who extracted from the building’s developer a “finder’s fee” for suggesting the project—by special arrangement, Carpenter had the only office with a window that opened.55 No special amenities could please Rodney Layton, however. He had opposed the move all along and was still not happy about it, despite the modern conveniences. Layton was so attached to the DuPont Building, its long, narrow marble corridors, and its frosted glass doors, that he mailed out black-bordered cards to announce the move, as if breaking the news about a death in the family.56

The certificate of incorporation for Richards, Layton & Finger, June 27, 1978. Incorporation enabled the firm to institute retirement benefits and restructure its leadership. After the change, “partners” became “directors.”



DuPont Building, the home of Richards, Layton & Finger for nearly 70 years.


One Rodney Square, where Richards, Layton and Finger moved in 1980 when the ever-expanding firm outgrew its quarters in the DuPont Building.

T v · 2012-01-10 · the shops in the lobby as well as the coffee shop and restaurant. Also...

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Transcript of T v · 2012-01-10 · the shops in the lobby as well as the coffee shop and restaurant. Also...