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From Accountant to Law : The Life and Career of Jack Levin, Senior Partner at Kirkland & Ellis
by Cary Griffith
From Northwestern and the CPA exam Levin turned his eye toward a legal education. In 1961, he finished first in his class of 500 at Harvard Law School. After graduation, Mr. Levin served as law clerk to Chief Judge J. Edward Lumbard of the United States Court of Appeals for the Second Circuit, and later as Assistant to the Solicitor General of the United States for tax matters under Archibald Cox and Thurgood Marshall, where he argued numerous cases to the U.S. Supreme Court and the Federal Courts of Appeals.
Between clerking and working for the Solicitor General, Mr. Levin was a litigator in the Chicago office of Kirkland & Ellis. In 1967, he returned to that firm, where he became a tax lawyer.
''Tax law was fun, and intellectually stimulating,'' Levin notes, ''but you don't get to negotiate.''
His interest in having a more active role in mergers and acquisitions led him to become a corporate lawyer. ''But I felt that I hadn't yet found a spot that I was enjoying,'' he qualifies.
Then, in the mid-70s, Mr. Levin began working in the venture capital and private equity area. It was a new area of the law, and at first, the deals were relatively small; $500,000 to $1MM dollars. He worked with the legendary Stan Golder, one of the pioneers of the venture capital industry. It was Golder who sent Jack Levin a business transaction that enabled him to use his myriad legal skills; tax law, negotiation, corporate law, M&A work, a perspective on litigation, and an overall curiosity about how best to structure a deal. Finally, he'd found a home.
As his experience in venture capital law grew, Levin began speaking and writing on the subject. Fifteen years ago he began, with co-author Professor Martin D. Ginsburg, to write Mergers, Acquisitions, and Buyouts, what is today a 3700-page, four volume classic on the topic. In addition to this title he also writes a 1000-page treatise entitled Structuring Venture Capital, Private Equity, and Entrepreneurial Transactions. Producing annual updates to the two titles is more than a full-time occupation. However, Levin still finds time to teach at the University of Chicago and Harvard Law School, while also practicing law.
In the near future, he hopes to cut back, at least enough to spend more time with his ten grandchildren. But with a schedule like Mr. Levin's, taking more time off is going to be one of his most arduous challenges to date.
Q: Can you describe the evolution of your corporate and tax law practice at Kirkland & Ellis?
A: When I returned to Kirkland & Ellis, I joined the tax group. For about two years, I was a tax lawyer, specializing in tax aspects of transactions and disputes. Tax is great fun, but it's a little too intellectual. You don't actually go out and negotiate the transactions. So at that point, I became a corporate lawyer.
I began representing large companies, typically doing acquisitions and public offerings. After several years, a whole new area of law began to develop. At that time it was called venture capital. More recently, it has been called private equity.
In those days it was being done by insurance companies and bank holding companies. They'd invest in small businesses by buying equity; 10, 20 or 30 percent of the stock in a small startup company.
Stan Golder sent me my first deal, and it was perfect. A venture capital deal brings together tax concepts, corporate concepts, acquisition issues, and litigation. I loved it.
At first I was representing one client. Then I started adding clients. Eventually, Kirkland & Ellis ended up with perhaps 150, or so, private equity/venture capital clients. Where it was originally just me doing this kind of work, we now have approximately 250 lawyers in six offices who are representing private equity/venture capital investors. Some are located in Chicago, some in New York, Washington, Los Angeles, San Francisco, and London.
Private equity has become a major area of emphasis for Kirkland & Ellis, and it became a major area of emphasis for me. Over the last 28 to 30 years, I've spent approximately 60 percent of my time representing private equity investors all over the United States, and more recently, the world.
Q: Could you tell us about some of the largest or most memorable transactions on which you've worked?
A: I recently handled a 7 billion dollar merger when First Data Corporation (a computer credit card company) acquired Concord EFS. That transaction closed about a month ago. I represented Concord EFS, a New York Stock Exchange company.
A couple of other exciting transactions were Rand McNally and Crate & Barrel. Each of those companies was privately owned and I represented them when they sold.
Q: What do you consider some of the greatest challenges facing corporate and/or tax lawyers today?
A: One of the great challenges is the speed at which clients expect busy professionals to respond to documents or questions. It's become very oppressive.
At the same time, the law-tax law, the SEC law, Sarbanes-Oxley, LLC law, corporate law-has become infinitely more complicated. A lawyer has to think and read and study, weigh alternatives and analyze risks before he or she responds. So before passing on the legalities or advising on documents, the lawyer has to do a lot of thinking and analysis.
It's a combination of the law becoming geometrically more complicated every decade, and communication speeding up. It puts tremendous pressure on young lawyers to respond quickly when it may not give them the time to fully analyze dozens of issues.
Q: How do you feel about the latest changes to corporate governance laws? For example, has Sarbanes-Oxley improved corporate governance?
A: First, I am appalled at the extent of dishonesty and greed that went on toward the end of the 90s and the early part of 2000. I believe that remedial legislation in order to discourage conduct of the type that went on in many of America's leading corporations [is a good idea]. However, as is often the case when Congress addresses something, it gets into a ''piling on'' mentality.
The sentence for a particular event might be five years. Someone suggests doubling it. Somebody else says ''no, let's make it 15.'' And somebody else says, ''how about 20?'' And the last person says, ''how about 25?''
Sarbanes-Oxley is filled with overkill. Maybe the law needed to be tightened up 50 percent, and they tightened it up 200 percent. Reporting obligations needed to be tightened up maybe 50 percent, and they did 200 percent.
What you've got is the Sarbanes-Oxley Act responding to a need, but in so many instances going beyond what was rational to the point where there are irrationally long criminal penalties, and there are irrationally harsh reporting and other requirements that impose tremendous costs on American business.
If you read Sarbanes-Oxley carefully, you would conclude the CEO of the company, rather than focusing on the company's big picture goals, business problems or solutions, should be spending the vast majority of his or her time reading voluminous monthly, quarterly or annual SEC reports, and double checking every number and every issue discussed in those reports.
Q: Do you have any advice for young lawyers who want to start practicing law? Would you advise them to enter the corporate or tax law field? A: Yes, notwithstanding the complexities that I've just talked about. Being a lawyer in complex business transactions-knowing tax law, corporate law, bankruptcy law, accounting rules, and LLC law, and so forth-is a fascinating business.
There are new developments all the time. The tax law keeps changing. The corporate law, the LLC law, the SEC law keeps changing. You get Sarbanes-Oxley, the Bush Tax Act….things keep changing. And so you've got to keep reading and analyzing and reanalyzing problems. And new issues arise. It used to be there were no issues about accounting, and then all of a sudden there are accounting issues all over the place.
As the law keeps changing and the rules keep changing, it keeps your mind fresh. You have to be very analytical and very practical to be a lawyer on complex transactions, and so it's really exciting. A transactional lawyer is dealing with an ever-changing kaleidoscope of issues. I think it's the most challenging area of legal practice.
Q: What do you like best about practicing law?
A: The ongoing challenge.
Q: What do you like least about practicing law?
A: Frequently, in response to a problem, Congress or the SEC lays down broad based or illogical rules. And that's frequently because Congress or some administrative agency has responded to a small problem by making a great big administrative rule. What I don't like about practicing law is that you frequently run into illogical prohibitions or rules.
A: My wife, Sandy (the family's socially useful member), and four daughters, two with law degrees and three with MBAs, four sons-in-law, one with a law degree and three with MBAs, and ten grandchildren, none of whom have yet graduated from anything.
Q: What are you currently reading?
A: In addition to all the legal reading, I read novels and biographies.
Q: Do you have a hobby?
A: I'm an avid tennis player and downhill skier.
Q: Where did you spend Winter vacation?
A: I was in Vale, Jackson Hole, Whistler and Aspen-on what you'd call long weekend trips. I also spent a few days in Phoenix with six grandchildren.
Q: What is your biggest personal or professional accomplishment, and why?
A: I take great pride in publishing the four volume set on Mergers and Acquisitions, and…, for ten years, the Venture Capital book. Those books have made a contribution to the profession. Also, in teaching at the University of Chicago, and Harvard Law school. And I received an award from the American Jewish Committee-the Learned Hand Award-for contributions to the community. I take pride in that award, and that Ruth Bader Ginsburg flew to Chicago to present it.
Q: Who do you admire and why?
A: I certainly greatly admire Professor [Martin] Ginsburg. He is both an excellent corporate and tax lawyer, and a great intellect. And over the years he has supported wonderfully his wife, as she moved from being first in her class at Harvard Law School to General Counsel of the American Civil Liberties Union to becoming a judge on the Federal Court of Appeals in the District of Columbia to becoming a judge on the US Supreme Court, he's been a tremendous support. He's wonderful.
I admire people who try to do the right thing all the time. I admire people who are not trying to promote their particular party or viewpoint but who are trying to make it a better world and do the right thing. And I think both Professor Ginsburg and his wife try very hard in every respect. These are people who are trying to make it a better world.
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