'The best idea I had was this merger': ex-Hogan chief Gorrell looks back at the Lovells tie-up
Former Hogan Lovells leader Warren Gorrell reflects on a long career at the top after his recent retirement
January 02, 2017 at 05:52 PM
12 minute read
Hogan Lovells CEO Stephen Immelt remembers a bike ride years ago with Warren Gorrell.
He and Gorrell, Immelt's predecessor as leader of the transatlantic firm, were climbing the French Alps. At mile 90, Gorrell stopped and felt ill.
"He said: 'You guys go ahead. Maybe I'll see you or maybe I won't,'" Immelt recalled. Immelt and a third rider, Hogan Lovells partner Dennis Tracey, crossed the finish line. The two then turned around to look for Gorrell.
A mile from the top of the hill, there he was.
"He had powered his way up – I couldn't believe it," Immelt said. "I got a picture of the three of us. I look at that picture and remember that day, and I remember his determination and will. Warren likes to finish what he starts."
Gorrell's legal career has been at full speed for almost four decades, but the veteran real estate transactional lawyer reached his career finish line on the last day of 2016. At 62, Gorrell is formally retiring from his $50m-a-year practice after years of planning to step back from both firm leadership and deal work.
Looking back on his career, Gorrell's peers say he was one of most influential lawyers in Washington DC's legal industry.
Gorrell's ascension to the partnership 30 years ago at legacy Hogan & Hartson reinvented how effective a junior partner could be, as he competed with other top lawyers to usher in new kinds of investment in real estate. His work as a rainmaker lifted a regulatory-focused firm in the nation's capital into a more sprawling institution, one that became a player in global securities work.
All the rules were rewritten because of him and his ability to develop business. He was phenomenally influential
Then, years later as leader of the firm, Gorrell added to the post-recession era of global legal expansion by leading Hogan & Hartson through its transatlantic merger with UK firm Lovells.
"I don't think you could possibly overstate his influence on Hogan & Hartson," said Jeffrey Lowe, a former Hogan & Hartson partner and leader of the law firm group at legal recruiting giant Major Lindsey & Africa. "All the rules were rewritten because of him and his ability to develop business. He was phenomenally influential in the growth of that firm."
Gorrell is unable – or unwilling – to lay out exactly what challenges are next for him.
"The rest of my plan is to have no plan," he said in a recent interview. "I cannot imagine honestly having done something else that would have been more gratifying than having had the career here that I've had. That's part of why my plan on retirement is to have no plan. There's just nothing I can do related to what I do now that's going to be better."
Finding a home at Hogan & Hartson
Gorrell joined Hogan & Hartson three days after he graduated from the University of Virginia School of Law in 1979. His father, a civil engineer by trade who was the first in his family to attend college, developed real estate around Lexington, Kentucky. He then ran into financial troubles, a few a years older than Gorrell is now, and the younger Gorrell remembers more meagre times.
"One of the reasons I started [at Hogan & Hartson] three days after graduating from law school is that the firm would pay full salary at that time, while I only had to work half-time and spend the rest of the time studying for the Bar," Gorrell said.
After a summer at Baker Botts in Houston, Gorrell chose Hogan & Hartson's offer over another by Cravath Swaine & Moore. That first year at Hogan & Hartson earned him about $25,000 (£20,000), he recalled. In his younger years, Gorrell thought he would eventually return to Kentucky.
"I had no idea the life I've led even existed when I grew up," he said. "I just wanted to do everything I did as well as I could."
The best deals
On 15 September 2008, the Monday that saw the collapse of Lehman Brothers, Gorrell flew to London with Immelt and tax partner Prentiss Feagles. The trio were already working on the plan that would see Hogan & Hartson combine operations with Lovells.
In the bar at the five-star Goring Hotel near Buckingham Palace, the delegation from Hogan & Hartson ordered a bottle of wine and wondered what could be next for global business amid a burgeoning economic crisis. Immelt remembered suggesting that they wasted their time by travelling abroad.
"Maybe this is the best trip we ever made," Gorrell responded.
Before that turning point for his career and his firm, Gorrell had always been a deal man. He traces the trajectory of his career back to one transaction in 1986.
Pillsbury, a client of Hogan & Hartson that owned Burger King, also owned real estate where its various fast food franchises were located. The company wanted to sell interests in the real estate through a master limited partnership, a structure that was just emerging during the 1980s as an option for partnerships to raise capital. It was the deal that vaulted Gorrell from senior associate to the Hogan & Hartson partnership.
"We started to get some market profile of having done something that had not been done before [in real estate]," Gorrell said.
During negotiations, a young investment banker from Merrill Lynch – the underwriter represented at the time by Skadden Arps Slate Meagher & Flom – hit it off with Gorrell.
"I'm trying to sell the securities and he's trying to protect his client. We were fighting with each other, but we had strong debates," said Richard Saltzman, a former Merrill Lynch director who later became the financial services giant's global head of real estate.
Saltzman, now president and CEO of Colony Capital, a real estate-focused private equity firm based in Los Angeles, respected the way Gorrell battled on the Burger King deal.
"I said: 'The next time I have involvement with Warren, I want him representing me,'" he explained. Saltzman and Merrill Lynch became Gorrell's client, and the door opened for Hogan & Hartson to do more work with Wall Street.
Another historic deal opportunity arose in late 1992. Saltzman, Gorrell and others at Hogan & Hartson conceived of a plan to structure a partnership below a real estate investment trust (REIT), so the REIT could sell shares without a tax liability.
Gorrell's issuance, for The Oliver Carr Company, happened just after another company, Taubman Centers, offered the first initial public offering of a REIT operating partnership – called an UPREIT, according to the National Association of Real Estate Investment Trusts. Gorrell claims his work was the first of its kind because the Taubman deal "didn't end up being the structure with all the elements of what we put together that was ultimately used".
I don't think anyone has come close, honestly, to replicating what we did
Goodwin Procter partner Gilbert Menna, chair of the firm's real estate industry group and co-chair of its REITs and real estate M&A practice, handled the Taubman transaction. He and Gorrell have long competed for prominent real estate deals.
"We were healthy competitors with a fair amount of respect for each other," Menna said. "We both did something beneficial for our respective firms. From DC, [Gorrell] connected his firm and the corporate department to New York; and I did the same for Boston."
Robin Panovka, another competitor and co-head of the real estate and REIT M&A groups at Wachtell Lipton Rosen & Katz, praised Gorrell for doing deals "without lots of drama and histrionics", not an easy feat for someone who at his peak billed 3,300 hours a year.
"He's one of those guys who's very likeable," Panovka said.
Asked about his penchant for deal work, Gorrell said one of the things he likes most about transactions is that "everyone has the same goal – to get something done".
Perhaps one of Gorrell's most influential M&A deals came once he was firm chair. Nine years after he took the top leadership post, Hogan & Hartson combined with Lovells, doubling the size of 1,200-lawyer Hogan & Hartson and its predominantly US partnership.
"I don't think anyone has come close, honestly, to replicating what we did," Gorrell said of the merger of equals.
Gorrell had known the leaders of Lovells for years, and the two firms dreamed up the transatlantic tie-up without the help of consultants. The deal, which went live in 2010, followed others in the legal industry, and helped to etch a footprint for a Washington DC-based firm that was much wider than its competitors. No two US and UK law firms of the same size have unified since.
"I view Warren as one of the firm leaders of my generation who really understood where the law business was going in the early 2000s, and who patiently and realistically prepared his firm to compete successfully for the long haul," said former Morgan Lewis & Bockius chairman Francis Malone. "One never heard of discontent or turmoil in Hogan Lovells while all of this was proceeding, which reflects Warren's personal leadership skills and his character."
Even now, the arrangement of Hogan Lovells is uncommon. While several massive global firms use the Swiss verein structure to keep separate their various global arms, Hogan Lovells operates as two primary partnerships in contract with one another, one being US-centric and the other focused on the UK.
"I think about the best idea I had was doing this merger," Gorrell said. In July 2014, he made way for Immelt, stepping down as chairman and returning to his practice.
Retirement plans
The partners and associates in Gorrell's group at Hogan Lovells have kept secret his looming retirement for nearly a year. The practice, which has been preparing for his departure for years, now has about a dozen partners and a total of about 40 lawyers, most of whom are located in Washington DC.
"It's actually similar to when I stepped down as the CEO. I looked around and I said: 'Things are really good,'" Gorrell said. "It's really nice honestly to be able to step back and say: 'Everybody's really ready for this.'"
Gorrell's group has had roughly $50m in revenue in recent years, he said, a number that is almost 3% of Hogan Lovells' $1.82bn in global gross revenue for 2015.
The total hours that Gorrell bills in a year has slowed down, to just 1,500 in 2015, and even fewer this year. Many of Hogan Lovells' major relationships have already transitioned to other partners or are institutional clients of the firm.
For instance, Gorrell had a role when General Electric (GE) used Hogan Lovells to sell most of its real estate portfolio in a $23bn deal last year with The Blackstone Group and Wells Fargo, the largest real estate M&A deal since the economic downturn of 2008.
But Immelt and others at Hogan Lovells have become the de facto stewards of the firm's relationship with GE, one of its most important client relationships. Immelt's brother is GE chairman and CEO Jeffrey Immelt. (Gorrell also has a family connection – his brother-in-law, John Rice, is vice-chairman at GE in Hong Kong.)
"He's introduced other people, and then he let them run," said Brackett Denniston, a recently retired long-time legal chief at GE who is now senior counsel at Goodwin Procter. "When he turned the reigns over to Steve Immelt, he didn't have to babysit Steve. Steve had the relationship. One thing about Warren – his ego is under control."
Hogan Lovells has already been through the process of Gorrell stepping back from its core operations, when he reduced his legal practice to become Hogan & Hartson's chairman in 2001, and again when he left his CEO role two years ago. Since then, Gorrell has held the title of CEO emeritus and worked with Immelt to make certain ventures work smoothly, such as the firm's 2014 combination with Mexico's Barrera Siqueiros & Torres Landa.
"I'd say I'm supporting Steve," Gorrell said when asked about his emeritus role. He will retain the position next year but Gorrell, who will be 63 in February, noted that he will no longer be an equity partner in the firm. He is looking forward to skiing, a sport he enjoys when at his second home in the Deer Valley alpine resort in Park City, Utah.
An intense amateur bike ride is also on the agenda for July. Gorrell plans to cycle from London to Paris – about 300 miles in four days – in an organised ride that finishes down the Champs-Elysees the day before the final sprint in the Tour de France.
But does retirement look that different from the life Gorrell has led in recent years?
He said he still plans on coming into the firm, where he will hold onto his corner office, although renovations will force him to move to one of the firm's smaller offices in July.
"If somebody comes and asks me a question or whatever, I'm going to be helpful," added Gorrell, when asked about the practice of lawyering.
He will also continue to assist Hogan Lovells in developing relationships, meeting new clients and keeping existing clients happy.
"I don't anticipate that it will be retirement in the conventional sense of the word," Gorrell said. "I'm definitely not going to be sitting on my sofa watching TV."
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