ジョーンズ・デイ

概要

ジョーンズ・デイは、5大陸にまたがる43のオフィスを有し、2,500名を超える弁護士を擁する国際的な法律事務所であり、クライアントの企業ニーズに沿った最適な解決策を提供できるよう最善を尽くしています。ジョーンズ・デイのクライアントは、特定の弁護士のクライアントではなくファーム全体のクライアントであり、多様な法域や分野にまたがる課題を解決するためにジョーンズ・デイのあらゆるリソースを利用することができます。ジョーンズ・デイの文化は一連の基本原則に基づいており、その中でも、常に個人の利益よりもクライアントへのサービス提供を優先することを最も重視しています。

ジョーンズ・デイ財団

ジョーンズ・デイ財団(Jones Day Foundation)は、ジョーンズ・デイの弁護士とスタッフが1987年に立ち上げたNPOです。同財団は、発展途上国における法の支配の推進、研究・医学・芸術分野のイノベーション育成、貧しい境遇にある人々(特に子供と女性)の生活状況や経済的機会の改善、自然災害やその他の災害に苦しむ世界中の人々への支援と癒しの提供といった取り組みを資金面からサポートすることを目的としています。

同財団は、過去数年において以下の団体への資金援助を行ってきました。

  • ハンズ・トゥゲザー(Hands Together):ハイチの首都ポルトープランスのスラム街に最先端のサッカー場を建設するための資金を提供
  • ビンガム法治推進センター(Bingham Centre for the Rule of Law):全世界で法の支配を推進すべく、「世界法治交流プロジェクト(Global Rule of Law Exchange)」をビンガム・センターと共同で推し進めるための資金を寄付
  • 北京大学:法の支配が経済発展に及ぼす影響の研究を目的とする「北京大学 - ジョーンズ・デイ グローバリゼーション・法治研究所(Peking University - Jones Day Institute for Globalization and Rule of Law)の設立資金を寄付
  • ワン・ファンド・ボストン(One Fund Boston):ボストン・マラソン爆弾テロの犠牲者とその家族の支援金を寄贈
  • ニューヨーク警察アスレチック・リーグ(New York Police Athletic League):ハリケーン・サンディで被災した複数の青少年センターの再建資金を寄付
  • ジョンズホプキンス大学:キメル癌センター(Kimmel Cancer Center)に資金を寄贈
  • ホリークロス・インターナショナル(Holy Cross International, Inc.):インド・アガルタラにおけるホリークロス・カレッジのキャンパス開設資金を寄付
  • 北京大学:世界一流の学者の募集と雇用に向けた同大学の取り組みを支援するため、「グローバリゼーションおよび法の支配のためのジョーンズ・デイ教授職基金(Jones Day Chair Professorship for Globalization and Rule of Law)」を開設
  • 国立市民権・人権センター(National Center for Civil and Human Rights):2014年にアトランタでオープンした常設展「人権とは何か」の後援資金を提供
  • 東日本大震災こども未来基金:東日本大震災で孤児となった子供達の学業継続支援金を寄贈
  • ルーム・トゥ・リード(Room to Read):図書館の建設および現地語の児童書数千冊の出版のための資金を提供
  • シンガポール経営大学:シンガポールにおける商法の発展への関心増大を後押しするため、「ジョーンズ・デイ商法教授職基金(Jones Day Professorship of Commercial Law)」を開設
  • ハンズ・トゥゲザー(Hands Together, Inc.):ハイチ・ポルトープランスのスラム街「シテ・ソレイユ」にあるセントアン・キャンパスの再建支援金を提供
  • ホープ・フォー・ア・ヘルシアー・ヒューマニティ(Hope for a Healthier Humanity):ホンジュラスを襲ったハリケーン・ミッチで甚大な被害を受けた地区の住宅開発と教育プログラムの資金を寄付
  • メンター・ティーチャー・ブラザー(Mentor Teacher Brother):青少年向け住宅プログラムとメンタリング・プログラムに使用されるシカゴの施設の再建資金を寄付
  • 国境なき弁護士団(Lawyers Without Borders): ケニアで性暴力に焦点を当てた弁護士研修プログラムを実施するための資金を寄贈
  • 傷痍軍人プロジェクト(Wounded Warrior Project):重傷を負った軍人の支援金を提供

沿革

ジョーンズ・デイは、米オハイオ州クリーブランドのエドウィン・J・ブランディン(Edwin J. Brandin)判事とウィリアム・ロウ・ライス(William Lowe Rice)という2人の著名な弁護士のパートナーシップとして、1893年に設立されました。ブランディン判事はその卓越した法廷技術と冷静な気質によって知られ、ライスはビジネス感覚と企業家の直感を持つ弁護士として評価されていました。2人は、早い段階である重要な決断を下します。その決断とは、フランク・ハドレー・ギン(Frank Hadley Ginn)を最初のアソシエイトとして採用したことでした。ギンは、ジョーンズ・デイの初期の成長および現在のジョーンズ・デイのガバナンスの特徴であるマネージング・パートナー制度の確立の原動力となりました。 

1893年 オハイオ州クリーブランドでBlandin & Rice法律事務所を設立

1946年 ワシントンDC事務所の開設により、初めてオハイオ州外に進出

1948年 ジョン・W・リーヴィス(John W. Reavis)がマネージング・パートナーに就任

1967年 ワシントンDC事務所がPogue & Neal法律事務所と合併

1970年 Surrey & Morse法律事務所ニューヨークパリおよびロンドンに事務所を開設。1986年の合併により、この二つの事務所が、ジョーンズ・デイの最初の海外事務所となる。

1973年 ロサンゼルス事務所の開設により、初めて西海岸に進出

1975年 アレン・C・ホームズ(Allen C. Holmes)がマネージング・パートナーに就任

1980年 コロンバス事務所を開設

1981年 ダラス事務所を開設

1985年 リチャード・W・ポーグ(Richard W. Pogue)がマネージング・パートナーに就任

1985年 アーバイン事務所を開設

1986年 香港事務所を開設

1987年 シカゴ事務所を開設

1989年 アトランタのHansell & Post法律事務所と合併。ピッツバーグ事務所、東京事務所およびブリュッセル事務所を開設。

1990年 台北事務所を開設

1991年 フランクフルト事務所を開設

1993年 パトリック・F・マッカータン(Patrick F. McCartan)がマネージング・パートナーに就任

1998年 シドニー事務所を開設

1999年 上海事務所を開設

2000年 マドリード事務所とシリコンバレー事務所を開設

2001年 ヒューストン事務所、シンガポール事務所およびミラノ事務所を開設

2002年 尚和法律事務所と業務統合し、東京事務所を拡大

2003年 スティーブン・J・ブローガン(Stephen J. Brogan)がマネージング・パートナーに就任

2003年 ロンドンのGouldens法律事務所と合併し、ヨーロッパにおけるプレゼンスを強化。サンフランシスコ事務所、ミュンヘン事務所および北京事務所を開設。

2004年 ニューヨークを拠点とする知財法律事務所Pennie & Edmondsの弁護士が合流。サンディエゴ事務所とモスクワ事務所を開設。

2009年 メキシコシティの法律事務所De Ovando y Martínez del Campo, S.C.との合併とドバイ事務所の開設により、ラテンアメリカおよび中東におけるプレゼンスを拡大

2011年 ニューイングランド地域の事務所第1号となるボストン事務所を1月1日に開設。同じく1月1日にリヤド事務所を開設。南米の事務所第1号となるサンパウロ事務所を開設。この年はその後アルコバールにも事務所を開設し、サウジアラビアでの活動範囲を拡大。

2012年 ドイツで3つ目の事務所となるデュッセルドルフ事務所を開設

2013年 アムステルダム事務所を2月1日、マイアミ事務所を5月9日にそれぞれ開設。インドがプラクティスの一つとして5月9日付けで加わった(実際の事務所はないものの、業務上ひとつの事務所として計算)。

2014年 4月1日にパース事務所を開設

2015年 7月1日にデトロイト事務所を開設

2016年 2月1日にブリスベン事務所、6月6日にミネアポリス事務所を開設

2018年 メルボルン事務所を開設

 

The Development of the Managing Partner System

Frank Ginn developed the Managing Partner concept that still is used at Jones Day. It was Ginn's view that lawyers function best when able to focus on practicing law, rather than engaging in debates on such matters as Firm administration or allocation of income. He saw no benefit and significant costs in a system that tried to mechanically assign credit for client origination or other responsibilities of partners, so no such system ever developed at Jones Day. Universal recognition of Ginn's dedication to the welfare of the Firm as a whole, and to the welfare of each partner, allowed the institutionalization of the Managing Partner system, through which the Managing Partner has authority to make all management decisions, including designating a successor. Since then, this governance system has never been the subject of any disagreement within the Firm. It is one of the critical components of an institutional management approach that has been an important element of the Firm’s success over the last century.

The Independence Principle

One of Frank Ginn's most important principles was that the Firm must maintain its freedom and independence to turn down any representation. Marvin Bower was a Jones Day associate before becoming a founder of McKinsey, the well-known management consulting firm. He said that one of the most memorable lessons he learned during his early professional life was the value of institutional independence, as taught to him by Frank Ginn. As one example, Ginn once turned down a significant merger engagement because he was convinced it was the result of investment bankers pushing something that could never be accomplished. The banker said he would take the case to another law firm; when Ginn turned the representation down, he promptly did so. The other firm litigated the matter for an extensive period of time and ultimately lost. Ginn’s initial position was well known at the Firm at the time; once the case was lost, it became known to much of the Cleveland business community as well. The decision to decline the representation had clear short term economic consequences for the Firm but, as Bower himself later expressed it, "if you are not willing to take pain to live by your principles, there is no point in having principles."
Ginn's independence was recalled years later when Jones Day partner H. Chapman Rose refused the representation of President Nixon in the presidential tapes case because of Nixon’s refusal to let his lawyers listen to the tapes. As the Firm has grown, its foundational values of integrity, dedication to client service, Firm independence, a Managing Partner with authority to act for the Firm, and the principle that all clients be treated as clients of the entire Firm, have survived intact from the traditions established at the time of Frank Ginn.

During this time, the Firm was involved in numerous reorganizations and recapitalization projects required by the impact of the Great Depression and the 1933 bank crisis. It represented Cyrus Eaton’s Otis & Company as the underwriter in the 1930 formation of Republic Steel, which remained a long-time client through its merger with Jones & Laughlin and the subsequent bankruptcy of the combined firm some half-century later. Jones Day also represented The Goodyear Tire & Rubber Company in lengthy litigation with the Federal Trade Commission concerning the legality under the antitrust laws of the pricing of tire contracts with Sears, Roebuck and Co. The case was said to be a major impetus for the passage of the Robinson Patman Anti-Price Discrimination Act, and the contract with Sears was terminated because of the new legislation. The FTC continued to pursue the case, however, and eventually the Sixth Circuit held that the type of pricing arrangement Goodyear had with Sears prior to 1936, and prior to the passage of the Robinson Patman Act, was legal under the antitrust laws.

The Beginning of the National Firm

Before Frank Ginn died in 1938, he had designated by written instrument (the standard practice today as well) Thomas H. Jones as his successor. Jones had been an outstanding football quarterback at Ohio State while simultaneously maintaining an academic record which saw his election to Phi Beta Kappa. Immensely popular with the clients of the Firm and its lawyers, Jones, like Ginn, had their admiration and respect. He continued the strong leadership traditions that Frank Ginn had established and gave the institution the warmth of his personality during a very turbulent time.
Recognizing the public significance of Ginn's death, Jones engineered a merger (somewhat unusual in those days) of what had become a corporate law-focused Tolles, Hogsett & Ginn, with a well known litigation-focused firm – Day, Young, Veach & LeFever. The leader of the latter firm, Luther Day (whose father had been a justice on the United States Supreme Court), was later described in a federal district court opinion as "possibly the greatest trial lawyer in Ohio's history." The resulting combined Firm, which was named Jones, Day, Cockley & Reavis, opened for business on January 1, 1939.

The advent of World War II confronted Jones Day with a tremendous drain on Firm manpower, as its lawyers were recruited for a wide variety of military and government positions while the demand for the Firm's services continued at a record pace. The Firm was determined to preserve the positions of those who had left to serve while still accomplishing the task of serving the Firm's clients, and it did so by adopting a policy of hiring no new lawyers for the duration of the war, instead recruiting wartime help from law school faculties. In 1948, Tom Jones' tenure was tragically cut short by a recurring heart ailment. The Cleveland Plain Dealer mourned his passing in a lead editorial stating: "Thomas Hoyt Jones was a splendid citizen, a brilliant lawyer, a good businessman, and above all, a fine friend. His passing leaves a void in the community." It also left a void in the Firm, which Jones had provided for by designating as his successor John W. ("Jack") Reavis.

After the war concluded, Jones Day made a somewhat controversial decision to open its first office outside Cleveland, in Washington, D.C. While a couple of New York firms also had opened offices in the nation's Capitol immediately after the war, it was widely viewed in the legal profession as an unconventional move. The Washington practice was largely dominated by such New Deal regulatory firms as Covington & Burling and Arnold & Porter, or such local trial firms as Hogan & Hartson. H. Chapman (“Chappie”) Rose, returning from a wartime service that had dealt largely with government procurement, saw a major legal opportunity in the expansion of governmental activity after the war which he was convinced would be permanent. Reavis was skeptical that the level of client activity would ever justify a new Washington Office for Jones Day, but he was finally convinced. Only some years later would he agree that the office had proven to be both an economic success and a particularly important first step toward building a national law firm.

During this time, the Firm represented Republic Steel before the U.S. Supreme Court which held that the NLRB had no authority to order reimbursement to governmental agencies for work relief payments made to discharged workers. The Firm also represented East Ohio Gas in a massive Cleveland disaster following an explosion of two liquefied natural gas tanks on October 20, 1944 within an EOG plant on the east side near the lakeshore, killing 130 people and decimating two city blocks. The Firm advised EOG not to deny liability and counseled the client immediately to pay provable claims. Within 4 months, 75 percent of the claims had been settled. This sure-footed and sensitive approach to handling the disaster is widely credited with having saved the company. The 1942 purchase of Otis Steel by Pittsburgh-based Jones & Laughlin was an effort to increase capacity to meet the greatly increased war time demand for steel. The Firm was intimately involved in the development of innovative, tax-driven cost companies, including corporate joint ventures between mining companies (such as Cleveland-Cliffs) and steel company customers to produce iron ore for the steel company at cost; the companies were treated as partnerships rather than corporations for tax purposes, which permitted treatment of financings as production payments rather than loans, with very favorable tax results.

The Reavis Era

Jack Reavis took over the position of Managing Partner in 1948, a critical time in the history of the Firm. It was recovering from the strains placed upon it by the manpower drains of World War II and reintegrating returning partners into its ranks. Clients were busy unwinding government contracts, and the Truman Administration tried to force through an inflationary steel labor settlement by seizing the nation’s steel mills. Luther Day and other counsel representing the nation's major steel companies successfully opposed this effort in the Supreme Court. All of this involved a period of intensive activity for Jones Day.
Reavis was a brilliant tax lawyer as well as a savvy businessman. At one time, he sat on eleven Fortune 500 corporate boards of directors, and whenever he spoke, he captured the room. His major priority for the Firm was a concentration on excellence in the delivery of legal services. Reavis’ initial ambition for Jones Day at the beginning of his tenure was for the Firm to be known as the best between New York and Chicago. As a result, he placed great emphasis upon recruiting law review editors from schools of national standing and law clerks of prominent judges and the Supreme Court. He also instituted a strict anti-nepotism rule, which he applied to his own son. These efforts were rewarded with a bumper crop of highly talented new recruits who were to fuel the growth in the reputation of the Firm for the next several decades. These included Hugh Calkins, an exceptional tax lawyer and eventually chairman of the Harvard Corporation; Antonin Scalia, a Justice of the U.S. Supreme Court; Patrick F. McCartan and Richard W. Pogue, both to become Managing Partners of Jones Day; James T. Lynn, later Secretary of HUD and Director of OMB under President Ford; and the future State Department Legal Advisor Herbert Hansell, among many others. Reavis also institutionalized the practice of confidentiality of partner and associate compensation.

In 1967, Jones Day took advantage of a confluence of opportunities to expand its Washington presence. It merged with a small but fast-growing aviation and government contracts firm known as Pogue & Neal (led by Welch Pogue, the first General Counsel and second Chairman of the Civil Aeronautics Board), and recruited Erwin Griswold, former Solicitor General of the U.S. and Dean of Harvard Law School (who had grown up and briefly practiced law in Cleveland before going to Harvard). The office grew rapidly, helping Jones Day to grow to almost 200 lawyers by the early 1970’s. By that time, it was clear that much of the nation’s future economic growth would be outside of Cleveland and the Midwest, and thus the Firm began to look at opportunities in other parts of the country. In 1973, it opened a small office in Los Angeles, in part because of the presence of the aerospace half of one of its clients – TRW – and with the hope that the government contracts lawyers in the Washington Office could service aerospace clients based in California. This initiative got off to a rocky beginning; indeed, the California Bar Association threatened to adopt a rule that would prohibit the use of a national firm name unless a name partner lived in the state. This seemed nonsensical and parochial; the Firm hired very effective local counsel and the Bar Association subsequently decided the rule was not appropriate.

Jack Reavis retired at the end of 1974 and died 10 years later at age 84. His son, Lincoln would have him remembered by a credo he never violated: “Never compromise with what you know is right,” and would predict that if given a second life, he would return as exactly what he had been: “a solver of problems, a dedicated and trusted adviser, a sage counselor, in short, a most honorable worker, in a most honorable calling.”

This period saw one of the most significant and dramatic client engagements by Jones Day, representing Republic Steel and Youngstown Sheet & Tube in the challenge by the nation’s steel companies to President Truman’s seizure of the country’s steel mills to impose a wage agreement and thereby prevent a steel strike during the Korean War. The Supreme Court supported the rejection by the district court of the President’s invocation of his power as “Commander-in-Chief” to impose the wage agreement and upheld the injunction of the district judge by a vote of 6 to 3. This case stands as a landmark limit on the separation of powers and on how far the Executive branch may act alone without supporting congressional authority. During this period, the Firm also developed a landmark financing technique for raw material operations of North American Coal. The Firm’s representation of North American Coal began in the 1930’s and continues today for its successor firm, NACCO Industries. Jones Day also represented financier Abe List in the acquisition of National Refining, Glen Alden Coal Company, and Hudson Coal Company. The latter two entities were the largest anthracite coal producers in the United States. These companies were then combined into a conglomerate, the Glen Alden Corporation. Glen Alden, with Jones Day’s assistance, later acquired the RKO movie theatre chain from Howard Hughes. The Firm defended Glenn L. Martin Co. in litigation with Northwest Airlines following a crash in which the issue was negligence in product design following discovery of fatigue cracks in the wings of airplanes built by Glenn L. Martin and sold to Northwest. While the case eventually settled when a defense victory in a federal jury trial was partially reversed on appeal, the Court of Appeals opinion became a definitive analysis on negligence and the standard of care in design and manufacturing.

Jones Day also defended General Motors in cases related to the Corvair, the automobile that was the topic of Ralph Nader’s Unsafe At Any Speed. It was alleged that the direct air heater into the car caused carbon monoxide to leak into the interior. The Firm won the first class action case filed against GM, which was also the Firm’s first single product, multi-district litigation. We also tried to the jury the last Corvair case in the federal district court for the Southern District of Ohio. The Firm obtained a verdict for the defense in this serious personal injury action despite the adverse publicity surrounding this particular automobile. The Firm also represented Firestone in litigation over a patent on oil-extended synthetic rubber, an important component in tire manufacturing. In this protracted litigation, Firestone was the only company which did not settle with the patent owner, but instead, initiated a declaratory judgment action seeking a finding of patent invalidity and non-infringement. Strategically, Jones Day chose to de-emphasize the patent validity issue and focus instead on Firestone’s right to a compulsory royalty-free license, since the patented process had been developed pursuant to a research contract funded by the U.S. government, which required the sharing of the process through a royalty-free licensing process. On appeal, General Tire’s patent was held to be valid, but Firestone was held to be entitled to a royalty-free license.

The Truly National Firm

Allen Holmes became the fourth Managing Partner of Jones Day at the beginning of 1975, the first of two consecutive antitrust lawyers to head the Firm. In addition to the economic forces that Reavis and others had foreseen, the Supreme Court’s Goldfarb vs. Virginia State Bar and Bates vs. State of Arizona decisions, which forbade state bar minimum fee schedules and permitted advertising by lawyers, foretold significant changes in the practice of law going forward. Holmes was ahead of most of his peers in foreseeing the eventual national and ultimately global character of business law practice, and this included a majority of the Washington Office partners. They did not share the Firm's vision, and left (the only significant group departure in Jones Day history) to form a Washington based firm known as Crowell & Moring. About 30 partners and associates, including Erwin Griswold, Jim Lynn, and Welch Pogue, remained to form the core of the new Jones Day Washington Office; today, the Washington Office is larger than the entire Firm was at that time.
In January, 1980, Jones Day opened an office in Columbus, Ohio, where the Firm had long represented major business interests, including The Columbus Dispatch, the main radio stations, BancOhio (the only multi-bank holding company in Ohio in those days), and the Ohio Company (a regional investment banking firm). In 1979, a major Jones Day client (Diamond Shamrock) moved its corporate headquarters from Cleveland to Dallas. Coincidentally, Trammel Crow, a national real estate developer headquartered in Dallas, approached Jones Day about the possibility of opening an office in Dallas. Jones Day’s Dallas Office opened in 1981, combining Crow’s local real estate firm with a number of Jones Day partners from Cleveland and Washington. Initial resistance on the part of several Dallas law firms to this first out-of-state entry into Texas was overcome in no small part by Trammel Crow’s personal leadership in championing Dallas’ first "national firm."

Allen Holmes’ career was cut short by continued attacks of a debilitating disease. Despite this, he was one of the leading antitrust lawyers in the country (serving as Chair of the American Bar Association’s Section of Antitrust Law) and set Jones Day on a path to its current global reach long before most in the profession could see the future as it has become. In addition, he was a practical and objective person, traits that seem to be important characteristics of Jones Day Managing Partners. When his final attack made it impossible for him to continue, he designated Richard W. Pogue as his successor in 1984.

During this period, Jones Day represented General Motors in the Oldsmobile engine switching cases. Oldsmobile had problems in supplying its Rocket engine so the company installed Chevrolet engines in certain Olds (as well as in a limited number of Buick and Pontiac Division models), particularly during the 1977 model year. These cars became generically known as "Chevymobiles." A series of class actions were filed; the filings by 46 State Attorneys General exceeded the number of State Attorneys General filings in any other consumer matter to that time. In an early transaction involving multi-national investment, the Firm represented Cleveland Cliffs in its investment and development of Cliffs Western Australian Mining Company. This wholly-owned subsidiary entered into a joint venture with a Japanese steel company and an Australian company to develop iron ore mines in Western Australia. The joint venture contracted for sale of iron ore with five steel companies and these contracts provided venture financing. The venture required passage of enabling legislation by the Western Australian parliament, approvals by the national Australian government in Canberra, and financing by European, U.K., American, and Japanese banks.

The Firm also handled a ground breaking case for the Cleveland Trust Company that resulted in the establishment of the first multi-county bank holding company in Ohio. Prior to this litigation, an Ohio bank was restricted to operating in only the county in which it was founded. Our client, Cleveland Trust, was the only exception as it had pre-existing branches in Lake and Lorain counties due to a statutory grandfather clause. However, the bank wanted to expand and approve a reorganization that would involve a holding company and three new subsidiary banks, each subsidiary covering banking within one county and each having an independent corporation, board of directors, and capital structure. Thirteen suits were filed by small banks to stop the reorganization as a transparent evasion of the state’s bank branching laws. The Ohio Supreme Court upheld the reorganization as not violating the states’ branch banking law since it involved independent as opposed to branch banking. This case paved the way for statewide and ultimately interstate banking by Ohio banks. Erwin Griswold won a significant victory on behalf of Harshaw Chemical Co. (subsidiary of Kewanee Oil Co.) before the U.S. Supreme Court, which held that Ohio trade secrets law was not preempted by federal patent law. The result prevented several former Harshaw employees from forming their own company and exploiting trade secrets of Harshaw in violation of agreements which they had signed with their former employer. In the largest tire recall to that time, we represented Firestone when its Firestone 500 steel belted radial tires were recalled by the NHTSA following allegations of defects in the tire. The Firm represented the company before the NHTSA, in a Congressional investigation, through an SEC review of Firestone’s disclosures on the issue and in a series of related lawsuits.

Exxon’s $1.2 billion bid for our client Reliance Electric was the largest cash tender offer ever made at that time. Following the FTC’s decision to seek a temporary restraining order against closing the transaction objecting on antitrust grounds, we intervened on behalf of Reliance and argued for "a hold-separate" order permitting the Reliance shareholders to be paid and leaving Exxon and the FTC to fight out the antitrust issue. We had noted that Exxon had no provision in its share purchase agreement permitting it to back out of the transaction in the event of an injunction against it. To force Exxon to complete the deal so that Reliance share values would not plunge if Exxon attempted to withdraw and sell the Reliance stock it had obtained, we then sued Exxon on behalf of certain officers and employees who were shareholders. Once we were granted expedited discovery, rather than fighting the suit, Exxon completed the transaction, thereby ensuring that the value of the original transaction was retained for the Reliance shareholders. Following the bankruptcy of Penn Central, the Firm worked to implement the Amtrak passenger rail system, which was established by federal statute in 1970. We negotiated arrangements to take over service and equipment of all railroads in the U.S. that would, and now do, provide intercity rail passenger service in the United States. This project included negotiation for track and terminal arrangements. The negotiation involved handling railroad-threatened challenges to the constitutionality of the statute and claims by creditors of Penn Central that Amtrak’s use of Penn Central facilities was a taking of its property. The railroads finally signed the necessary agreements to implement the Amtrak statute just days before the May 1, 1971 statutory deadline.

In a mandamus action, we represented National City Bank and The Cleveland Trust Company seeking a delineation of the appropriate balance between state and federal judicial authorities. Our clients had issued tax anticipation notes to the Cleveland Public Schools. These notes could only be repaid with tax revenues collected before the end of the current year. The school system was under a desegregation order administered by the federal court. The federal district judge had ordered that available funds be used only for school operations and that funds could not be expended to retire the notes. We sought a writ of mandamus to require the school board to comply with its legal duty to pay tax revenues into the retirement fund to retire the notes. The Ohio Supreme Court granted the writ, but the federal court promptly renewed its order to the school board without a hearing and enjoined the banks from further litigation. That order was stayed by a single judge of the 6th circuit of that court and a panel remanded the case with instructions to hold a hearing. The panel held that only if there were a purposeful intent to evade desegregation required by the federal constitution could a federal district judge interfere with state and local school financing. After a hearing, the district court found that the banks had no illegal motivation and were acting properly in seeking the repayment of their notes.

In a direct challenge to a sitting President, the Firm (on behalf of Marathon Oil) challenged President Carter’s issuance of an Executive Order implementing the Petroleum Import Adjustment Program. This order added an import duty on foreign crude oil, in essence a gas tax, that was meant to encourage domestic production and reduce dependence on foreign oil. Marathon, along with the Independent Gasoline Marketers Council, sought to enjoin implementation of the order. The issue was whether the President had the constitutional power to regulate oil prices for national security purposes. Relying on the 1952 case related to President Truman’s seizure of the steel mills, in which Jones Day also played a leading role, the Firm successfully argued that Congress, not the President, must decide this issue. Enforcement of the order was enjoined.

The Firm also defended a future President. On behalf of candidate Ronald Reagan, the Firm defended Reagan in an FEC challenge filed by the Carter campaign that sought to deny Reagan’s eligibility for matching federal election funds and to investigate possible violations of federal election laws. The issue involved fund-raising by independent committees formed to support the Reagan candidacy. The Carter campaign also filed an original action in the Court of Appeals for the District of Columbia asking that the release of $29 million in federal election funds be delayed until the legality of the independent committees was determined. A Jones Day team intervened on behalf of Reagan individually and the Reagan for President Committee on the basis that a delay in the distribution of the funds would impair the candidate’s First Amendment rights. The Court of Appeals decided in Reagan’s favor, noting that this issue could only be determined by the FEC, which had been granted authority by Congress to conduct investigations without judicial intervention for a maximum of 120 days. The expiration of that 120 days would fall after the election, and the results made the matter moot.

Finally, it is perhaps appropriate that Jones Day, with antitrust lawyers as its then current and next Managing Partner, was active on the antitrust front. Jones Day was successful in the only hostile takeover ever enjoined on antitrust grounds. A team of antitrust and litigation lawyers, led by another future Managing Partner, Pat McCartan, represented Marathon Oil, which was targeted by Mobil. Knowing that it was likely to be a target, Jones Day assisted Marathon in preparing for a possible takeover bid in advance of the actual bid. Mobil advised Marathon of the bid on a Friday and with papers already prepared, the Firm was able to secure a TRO before the stock market opened on Monday. With only 16 days to prepare a major antitrust case for a hearing, the Firm was successful in enjoining the transaction on the grounds that it would have violated Section 7 of the Clayton Act. Highlights of the trial were damaging admissions obtained from Mobil’s CEO and chief economic expert by McCartan which seemed to convince the trial judge of Mobil’s inattentiveness to antitrust considerations, and his decision enjoining the transaction was upheld on appeal. Following the sale of Marathon to white knight bidder U.S. Steel, the Firm continued to successfully represent Marathon (and later U.S. Steel) in a variety of matters. In addition, the Firm represented GM in seeking antitrust approval for a manufacturing joint venture between the world’s first and third largest auto companies. GM wanted to learn how the Japanese built their cars, and Toyota wanted to enter the U.S. car market. To get the antitrust clearance, they had to convince the FTC that the joint venture would be limited to one type of car and that the two automakers would not consult on prices or sales. The negotiations took two years to complete. The Legal Times called it the "cleanest joint venture ever undertaken." Later, Chrysler filed an antitrust suit, seeking to enjoin the venture, but following some vigorous pre-trial skirmishes, the suit was dropped after minor modifications to the joint venture agreement.

The Move to International Markets

Dick Pogue was himself one of the most successful antitrust lawyers in the United States, and as Allen Holmes had before him also served as ABA Antitrust Section Chairman, a distinction since carried forward by two other Jones Day antitrust partners (Phil Proger and Kathy Fenton). Pogue continued Jones Day’s expansion into important markets in the United States (another California office in Irvine, Chicago, Atlanta, and Pittsburgh) but the principal accomplishment during his tenure was the opening of the first Jones Day offices outside the United States. After some considerable study, the Firm concluded that the optimal way to do this was through New York, which was the principal connection for the U.S. legal profession with business outside the U.S. That was accomplished with the merger in 1986 with Surrey & Morse, a well-respected international law firm with offices in New York, London, Paris, and Washington. It was led by two well-respected international lawyers, Walter Surrey and David Morse. In fact, David Morse had the unique honor of accepting the Nobel Peace Prize on behalf of the International Labor Organization when he was its head. Messrs. Surrey and Morse had held a variety of international posts in the post-World War II period and then had joined to establish what by 1985 had become a 100-lawyer firm, with its two founders about to retire as managers of the firm. Over the next several years, the Firm expanded into Hong Kong, Brussels, Tokyo, Taipei, and Frankfurt.
This expansion, and its domestic counterpart, were predictably not immediately successful from an economic perspective. Everyone understood that this expansion was an investment in the future of the Firm, assuming of course that we were accurately foreseeing the future development of global client demand. This considerable investment, paid for in large part by partners who would never see the returns that were to come over the years, is perhaps the defining characteristic of Jones Day’s successful growth over the last three decades. Most peer firms were unwilling or unable to make these investments as early as Jones Day did; today, the Firm is seeing the benefits of those early decisions, and benefiting from the historical willingness of Jones Day partners to put the Firm’s long term interests ahead of their individual economic interests.

During Pogue’s tenure as Managing Partner, the Firm grew from 335 to 1,250 lawyers. But it continued to operate on the same fundamental values that can be traced back to the early part of the 20th Century. Indeed, the growth of the Firm in the 1980's, somewhat counter-intuitively, was accompanied by an increase in the already high quality of Jones Day lawyers. As stated in Stevens, "Power of Attorney – The Rise of the Giant Law Firms" (1987): "Jones Day, alone among the megafirms, has defied the laws of nature, enhancing its image as a firm devoted to practice quality even as it expanded. Its eclectic mix of modern marketing savvy and old-school attention to professional excellence makes it among the most highly regarded of the giant law firms."

During this period, the Firm represented General Motors as national coordinating counsel in the Cadillac V8-6-4 litigation, in the passive restraint cases, and in the airbag litigation. The Cadillac V8-6-4 litigation consisted of 22 class actions and more than 200 individual warranty and product liability actions. In addition, we served as national coordinating counsel for GM in more than 70 passive restraint cases in 25 jurisdictions. Also on behalf of General Motors, we obtained dismissal of a $300 million lawsuit filed by the city officials of Norwood, Ohio in an effort to block the closing of a GM assembly plant located there. The city had sued to reopen the plant on the grounds that Norwood had granted tax abatements and other preferential treatment to GM. And we represented the Board of Directors of General Motors in litigation brought by Ross Perot arising out of the buyout of EDS. Following conflicts with GM management after its acquisition of Perot’s EDS, GM bought out Perot’s GM stock and severed ties. But a dispute soon arose over the terms of the buyout agreement, with GM and Perot disagreeing about how and when Perot could start up a rival concern.

Again representing the board of a major company, we represented the Directors of British Petroleum in connection with shareholder litigation challenging BP’s acquisition of the minority interest in Sohio. In 1969, Sohio acquired BP Oil Corp., the U.S. subsidiary of the British Petroleum Co., Ltd., of London in exchange for stock, giving Sohio oil leases on the rich North Slope of Alaska. However, by 1984, BP’s stock holdings in Sohio had grown to 55%. By 1987, BP had grown weary of its passive majority shareholder role while observing Sohio management make a number of investments that turned out poorly. In addition to unsuccessful exploration efforts designed to find a field to replace Prudhoe Bay, Sohio’s management made a number of misguided attempts at diversification including its purchase of Kennecott Cooper just prior to the emergence of a glut of copper on the world markets. In March 1987, deciding to take full control of the company, BP replaced the incumbent Sohio board and made a tender offer for the outstanding 45% minority shares. We represented the new board of directors in a series of class action suits which claimed that the BP share price offer was too low. After both sides had obtained somewhat differing valuation opinions from Goldman Sachs and First Boston, the suits were finally settled based upon a somewhat sweetened offer from BP including a slightly increased share price and a warrant for BP shares. Once BP had purchased the remaining 45% of Sohio, and merged its North American holdings to form BP America, Inc., by 1991, the once-proud logo of Sohio and further reminders of the Ohio origins of the Rockefeller/Standard Oil story had disappeared from the American landscape.

The Firm was retained by R. J. Reynolds to serve as national coordinating counsel in the smoking and health litigation, understanding that the work would be at times unpopular as well as highly demanding. This representation has continued to this day. Notable victories include a defense jury verdict in the Galbraith case where Melvin Belli, the “king of torts” took the industry to trial for the first time in fifteen years. The New York Times predicted that if the case were lost, the tobacco companies could face “limitless claims.” Thus, the case was tried in the full glare of national publicity. Yet the jury refused, by a vote of 9-3, to find that smoking was the cause of Galbraith's death. The Firm’s lawyers followed up this victory a few months later with an equally significant victory in Tennessee where the judge held that the required federal statutory warning label preempted any other duty to warn and directed a verdict for the defense on the charge that cigarettes were unduly dangerous. He based his ruling on the fact that the harms from cigarette smoking were “common knowledge.” Since this time, the Firm has represented this client in every jury trial and major appellate litigation that has arisen from the many challenges to the tobacco industry.

The Firm continued its long history of representation of major tire manufacturers by serving as national counsel for Firestone in the multi-piece truck rims and wheels litigation. More than 200 injury cases were filed and subsequently combined into multi-district litigation.

The Global Institution

When Dick Pogue designated Pat McCartan to become Managing Partner on January 1, 1993, the choice was obvious. McCartan’s 32 years in the Firm had earned him the trust and respect of all of its partners. He had developed one of the most successful litigation and product liability practices in the country, and under his leadership, the Firm dramatically expanded its litigation platform from a regional to a national one and strategically honed its service offerings to market driven practices.
McCartan was one of those Supreme Court clerks that Jones Day has historically attracted, and he became one of the ablest trial lawyers in the country. He was one of the subjects of America's Top Trial Lawyers: Who They Are and Why They Win, a study by Donald E. Vinson of "consummate courtroom advocates whose reputations are associated with major cases that have had a significant impact on society as a whole." Called a "court room general" by The Wall Street Journal, McCartan became famous for out-organizing his opponents with intensive factual research performed by teams of Jones Day lawyers. He also continued the tradition of service outside the Firm, becoming Chairman of the Board of Trustees at his alma mater, the University of Notre Dame, among other activities.

McCartan came to the Managing Partner’s job as the United States was coming out of a recession, and the Firm had gone through a considerable period of expansion of offices. As a result, he made his initial focus the elimination of all bank debt (Jones Day has had no bank debt since 1995) and the complete integration of the then 24 Jones Day offices into what we now describe as One Firm Worldwide. But there was still work to be done on the expansion side, and in 1998, Jones Day opened an office in Sydney, Australia. This was followed by Shanghai in 1999, Madrid in 2000, and Singapore and Milan in 2001. Jones Day’s first Northern California office, in Silicon Valley, also opened in 2000. In 2001, the Firm opened its second Texas office, in Houston, and significantly enhanced its Tokyo presence by merging with the Showa Law Office.

The Future of Jones Day

In 2002, Pat McCartan designated Stephen J. Brogan as Jones Day’s seventh Managing Partner, and Brogan became the first Managing Partner to not be resident in Cleveland. Since then, the Firm has continued to expand its presence around the globe, with new offices in San Francisco (2003), San Diego (2004), Boston (2011), Miami (2013), and Detroit (2015) in the U.S., and Beijing (2003), Munich (2003), Moscow (2004), Mexico City (2009), Dubai (2009), Riyadh, Jeddah, and Alkhobar (2011), São Paulo (2011), Düsseldorf (2012), Amsterdam (2013), Perth (2014), and Brisbane (2016) outside the U.S. Brogan began as a summer associate at Jones Day in 1976, and over his 38 years at the Firm, has played a key role in the Firm's growth – first as part of Pat McCartan's litigation team that produced one of the great litigation practices in the world, then from 1989 to 2002 as Partner-in-Charge of the Washington Office, and now as Managing Partner.
As our clients continue to increase their activity around the globe, Jones Day will continue to seek their confidence in entrusting their important legal needs to us. We believe we are well positioned to meet those needs in most of the currently important business and financial centers in the world, but globalization will continue to open new markets and generate opportunities in new geographies over time. We will react to and where possible anticipate those developments, as we have most recently done with the opening of our Düsseldorf, Amsterdam, and Perth Offices. There may be a few other locations where it will prove useful to have a strong local presence and, if so, we will make those investments as we have in the past.

We will also continue to add to our partner and associate ranks as required to meet client demand, and where we believe we can add additional or new strength that will be useful to our clients. We see no need to grow for growth’s sake, nor to meet any particular growth or profitability metrics; as we noted, our perspective is firmly focused on the long term and on client service, and all our decisions will be based on our perception of the long term interests of our clients and the Firm. But it is clear that global legal demand will continue to rise in the long run, as legal issues continue to become more global, more complex, and in some cases more intractable. Jones Day exists to serve clients, and thus as the needs of clients evolve and change, Jones Day will also, consistent with the principles that have provided our grounding and our base for more than 100 years.
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