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October 31, 2011 7:55 PM

Left Out of Jones Walker Merger, Ex-Watkins Ludlam Shareholders Sue Former Firm

Posted by Tom Huddleston Jr.

Two former Watkins Ludlam Winter & Stennis shareholders are suing the Jackson, Mississippi–based firm and its board of directors over a planned merger between their onetime professional home and New Orleans–based Jones, Walker, Waechter, Poitevent, Carrère & Denègre.

F. Hall Bailey and Vikki Taylor, who joined Watkins Ludlam as shareholders in 2003 and 2000, respectively, claim the firm attempted to force them out ahead of the proposed merger with Jones Walker, then offered them "grossly inadequate consideration" for tendering their stock in the firm, according to a complaint (PDF) filed October 14 in circuit court in Mississippi. In their suit, which names Watkins Ludlam and several members of its board as defendants, the plaintiffs seek unspecified damages for, among other things, breach of contract and fiduciary duty, according to MS Litigation Review.

Jones Walker is not named in the suit, and a firm spokeswoman declined to comment.

As The Am Law Daily reported at the time, Jones Walker and Watkins Ludlam announced in a joint statement on August 30 that the former would expand its Gulf Coast presence by acquiring 67 lawyers by merging with the latter. The deal is expected to close by January 1. (While the Watkins Ludlam Web site currently lists 67 lawyers, its "About" section describes it as having "75-plus lawyers in three offices." Bailey and Taylor's complaint does not mention any other lawyers being forced out by the firm.)

According to the two lawyers' complaint, the Watkins Ludlam board informed the plaintiffs on August 3—roughly a month before the merger was announced—that they would not be invited to join Jones Walker after the merger and were asked to resign voluntarily.

The lawyers say the firm offered to pay their salaries through September 30 and give them $5,000 apiece in severance pay and $100 apiece for each of the 45 shares of Watkins Ludlam stock held by each. When they refused to resign, Bailey and Taylor were expelled from the firm following an October 10 shareholder vote, according to the complaint.

The suit alleges the board sought financial gain by making such an inadequate offer to the lawyers and that board members hid from other Watkins Ludlam shareholders that they "negotiated for themselves financial terms materially better than that of other Watkins Ludlam shareholders."

Bailey and Taylor also claim the firm interfered with their client relationships by insisting that they turn over all client files. In addition to damages, the lawyers are seeking financial relief and payment of legal costs.

The complaint also lists as defendants William Dossett, chairman of Ludlam Watkin's board; Dennis Miller, the firm's chief executive officer; and Neville Boschert, Aileen Thomas, Jeffrey Barber, Craig Landrum, and Gary Snyder, all members of the board.

Representatives at Watkins Ludlam did not immediately respond to requests for comment.

The plaintiffs are represented by local attorneys John Howard Shows, of Shows Powell, in Flowood, Mississippi, and Danny Cupit, in Jackson. Shows declined to comment and Cupit did not respond to a request for comment.

Following the merger, Jones Walker will have about 375 lawyers. The firm has been expanding in the Gulf Coast region in recent years, including in Alabama and Louisiana. The addition of the Watkins Ludlam lawyers follows the firm's acquisitions of Walston Walls & Birchall, in Birmingham, Alabama last year and Miller, Hamilton, Snider & Odom, in Mobile, Alabama, and Longman Russo, in Lafayette, Louisiana, both in 2008.

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