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January 18, 2012 7:15 PM

Edwards Wildman Taps Proskauer to Fight Claim Managing Partner Put Fling Before Firm's Interests

Posted by Brian Baxter

In a suit filed Friday in Delaware's Chancery Court, former Edwards Wildman Palmer partner Lawrence Cohen claims a romantic affair between his wife—also an Edwards Wildman partner—and the firm's soon-to-be-former managing partner, Walter Reed, cost Cohen and a colleague their jobs.

But Cohen's 19-page civil complaint also alleges that the affair led Reed to put his romantic pursuits ahead of Edwards Angell Palmer & Dodge's interests amid merger talks last year with Wildman, Harrold, Allen & Dixon. (The firms, which confirmed those discussions in July, officially merged operations on October 1.)

Reuters first broke news of the suit filed by Cohen and Jay Rosenbaum late Friday. The two partners were part of a Boston-based private client and estate-planning team that left Edwards Wildman in November for Nixon Peabody, taking with them one counsel, two trust administrators, and two investment professionals.

According to the Delaware complaint, Edwards Wildman's Reed began the affair with Cohen's wife, Laurie Hall, the cochair of the firm’s private client department, in 2009. As a result of the relationship, which the suit claims Hall and Reed announced—along with their intention to divorce their respective spouses—at a partnership meeting in November 2011, Cohen claims Edwards Wildman cut his compensation, forced him out of key leadership activities, and asked him to divide his clients with Hall.

Among the most important management decisions from which Cohen was excluded, according to the complaint, were the merger talks between Edwards Angell and Wildman Harrold. Cohen's suit explicitly states that in "June of 2010, Reed took Hall to Cleveland to negotiate a potential merger, notwithstanding Hall's lack of experience in negotiating mergers or managing corporate deals."

Beyond that, the suit states that when the firms formally announced their intention to merge last August, Reed snubbed Cohen and gave Hall a significant role in the negotiations despite her "lack of experience in negotiating mergers or other relevant experience."

The complaint adds that "Reed included Hall and excluded Cohen with respect to the merger negotiations in order to advance his own personal and romantic interests and those of Hall, instead of acting in the best interests of the partnership."

Because many of Rosenbaum's clients were linked to Cohen's, the pair claim that Rosenbaum, too, was forced to leave Edwards Wildman in November. The two plaintiffs are seeking damages from Edwards Wildman and Reed for constructive discharge and breach of fiduciary duty.

Francis Pileggi, partner-in-charge of Eckert Seamans Cherin & Mellott's Wilmington office, is representing Cohen and Rosenbaum. Also advising the plaintiffs is Eckert Seamans senior corporate partner John Talvacchia in Boston. Neither responded to requests for comment.

Edwards Wildman Palmer has retained Proskauer Rose labor and employment partner Gregory Rasin in New York to represent it in the litigation. Rasin, who is married to Proskauer labor and employment cochair Elise Bloom, did not respond to a request for comment. (Rasin and Bloom joined Proskauer in 2006 from Jackson Lewis.)

Edwards Wildman issued a statement to The Am Law Daily in which the firm indicated its intention to fight its former partners.

"The allegations of breach of fiduciary duty and constructive discharge and the requested relief in the complaint are not warranted," the firm said in the statement. "They do not provide a basis for any legitimate claims, and the firm will vigorously defend against them. Since the allegations are now in litigation, our response will be in that forum."

Reed himself is poised for an exit from Edwards Wildman's leadership sometime in the next few months. Edwards Wildman announced in mid-December that he would step down as managing partner of the 650-lawyer firm, which has offices in 14 cities.

"Walter Reed has been a valued member of our firm for over 30 years, most recently serving as our managing partner," the Edwards Wildman statement said. "He advised the firm in November 2011 that he would step down as managing partner in early 2012 for personal and health reasons, and we publicly confirmed that decision in December. Our senior management in November established a process to appoint Mr. Reed’s successor, which is well under way."

Reed and Hall did not respond to requests for comment.

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