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July 12, 2008 12:31 PM

Steelers Ownership Dispute Pulls In Buchanan Ingersoll and Covington & Burling

Posted by Brian Baxter

One of the National Football League's oldest and most successful franchises is struggling to resolve an ownership dispute that could result in the team being sold.

As reported last week by The Wall Street Journal, the sons of legendary Pittsburgh Steelers owner Arthur Rooney, Sr., have been asked by the league to sell their gambling interests and clarify the team's ownership structure.

The request has set off a feud within the Rooney clan--family members collectively own 80 percent of the team--about how best to address the league's ultimatum.

The NFL has retained former commissioner and current Covington & Burling lawyer Paul Tagliabue to represent its interests in the matter. (Tagliabue was a Covington partner before he assumed the job of commissioner in 1989, which he held until he retired in August 2006.)

Arthur Rooney, Sr. passed away in 1988 and his oldest son, Daniel, succeeded him as Steelers chairman. Widely considered one of the most respected and influential owners in the 32-team league, Dan Rooney and his four brothers--Arthur Jr., John, Patrick and Timothy--each own equal 16 percent ownership shares.

League rules require that each team must have a principal owner who owns at least 30 percent of the franchise. Also, several of the Rooney brothers own dog racing tracks in Florida and New York, which conflict with league rules prohibiting owners from having gambling interests.

In 2002, Dan Rooney appointed his son, Arthur Rooney II, to serve as team president. (Art II is also of counsel at Pittsburgh’s Buchanan Ingersoll & Rooney, pulling double duty as the Steelers's in-house counsel while the firm’s CEO-elect, John "Jack" Barbour, serves as the team’s primary outside counsel.)

"[Art II] is the guy who's being groomed to take over the team," says a lawyer familiar with league matters. "I think it's fair to assume that he doesn't practice a whole lot of law."

But Art II's hopes of running the team might be dashed if his uncles can't come to an agreement amongst themselves that pleases the league. (Art II did not respond to a request for comment but Buchanan Ingersoll’s Barbour confirmed he was serving as lead counsel to Steelers ownership before declining further comment.)

According to reports by The New York Times and The Associated Press, Dan Rooney's brothers would rather sell their respective stakes in the team than divest themselves of their gambling holdings. And Dan Rooney and his son, Art II, reportedly have been unable to come up with the necessary capital to buy out their relatives to maintain control of the team. (Forbes valued the Steelers at roughly $929 million in 2007.)

Last year Buchanan Ingersoll had gross revenues of $282 million and profits per equity partner of $570,000, with the firm dropping ten spots in the Am Law 100 rankings as it absorbed costs stemming from its June 2006 merger with Pittsburgh's Klett & Rooney. It's unclear what Art II's annual draw is from Pennsylvania's fourth-largest law firm. "Even if he took home everything, which is ludicrous, that probably wouldn't even be enough [to secure enough financing to purchase the team outright]," says one anonymous source.

Disagreement among Rooney family members lead to the league’s intervention through Tagliabue, who has a contractual relationship with the NFL as an adviser that's separate from his position at Covington. Tagliabue did not respond to a call for comment; it is unclear whether he will represent the league as an independent adviser or as a lawyer from the firm.

Stanley Druckenmiller, the chairman of Pittsburgh-based hedge fund Duquesne Capital Management, has been reported to have been approached by Dan Rooney about acquiring a majority stake in the Steelers with the intention of keeping 75-year-old Dan Rooney and 55-year-old Art II around to manage the team.

"Nothing has been formally presented to the league and at this stage its very much an internal Steelers family matter," says one source familiar with the Steelers squabble.

Those with information about discussions between the Rooneys and the NFL say that as outside counsel to the league, Covington would be involved on a number of levels, from potential due diligence on any future ownership transaction to playing peacemaker. The firm is no stranger to the Rooneys either. Partner Eric Holder, Jr., recently told The American Lawyer's Andrew Longstreth that he used his firm's NFL connections to secure an endorsement for Barack Obama by Dan Rooney in the Pennsylvania primary. (Holder also led an NFL investigation into former Atlanta Falcons quarterback Michael Vick last summer.)

Whatever the end result may be, the Steelers figure to forge on in the Iron City.

"The Rooneys are like many other second-generation families in the league," says one lawyer familiar with NFL politics. "The interests are dispersed and they're trying to plan for the future."

Additional reporting by Tosin Sulaiman.

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