UNLICENSED CORPORATION LAWYERS FOUND

[[Update -- November 10th, 2006 This story continues to have resonance, and is a much-visited spot here at milwaukeeworld.com. It is the first to mention that the General Counsel for Baird lacks a Wisconsin license. This may have some impact on the dispute between Robert W. Baird & Co. and Red Granite Advisors, LLC., which is mentioned elsewhere on this site. Today's Wall Street Journal, in an article entitled "The Breakup: When Brokerage Houses Attack," by staff reporter Susanne Craig, mentioned "the firm's in-house lawyer," who remained unnamed in the story, but could very likely be Glenn F. Hackmann, mentioned below. -- Michael Horne]]

BAR NONE: SOME WISCONSIN CORPORATE LAWYERS LACK LICENSES HERE

Oshkosh Truck Corp. -- Briggs & Stratton Corp. -- Sensient Technologies, Corp. -- -- Robert W. Baird & Co., Inc. on list

By Michael Horne

It would be any CEO’s nightmare: Your General Counsel, entrusted with the in-house legal department of your firm, tells you that you never really had a legal attorney-client privilege agreement, and every negotiation you’ve undertaken must therefore be revealed to your adversaries, who could hold you in contempt. Your attorney could face sanctions for engaging in the unauthorized practice of law, and disqualification all because he or she, for whatever reason, never got a Wisconsin license despite working for years from a Wisconsin office. A far fetched scenario? Hardly, according to a Milwaukeeworld.com investigation.

Among Wisconsin firms where the general counsel does not appear to have Wisconsin licensure: such giants as Oshkosh Truck Corp., Briggs & Stratton Corp., Sensient Technologies, Corp., and Robert W. Baird & Co., Inc.

The issue is ripe, and the consequences for Wisconsin-based corporations whose in-house counsel might lack Wisconsin licenses could be dire. According to John E. Kosobucki, the Executive Director of the State of Wisconsin Board of Bar Examiners, the agency charged with granting Wisconsin licenses to the 22,160 attorneys who have them, the issue is one that his agency will be investigating once he gets his desk in order. Kosobucki, a former military lawyer and retired colonel, was appointed the board’s executive director in April. He is a 1977 graduate of Marquette University Law School, and has held Wisconsin license 1016065 since January 16, 1978.

According to John K. Villa, author of Corporate Counsel Guidelines, “The multi-jurisdictional nature of corporate law practice raises difficult and largely unanswered questions about whether the corporate counsel is engaging in the unauthorized practice of law (UPL) if [he or] she fails to be licensed in every jurisdiction [his or] her activity affects.

Villa heavily cites a study that appeared in the Marquette Law Review by Daniel A. Vigil, Regulating InHouse Counsel: A Catholicon or a Nostrum?, 77 Marq. L. Rev. 307 (1994).

Villa cites a conclusion of Vigil's study, "... general counsel in the hypothetical might well be considered to be engaging in the unauthorized practice of law.7" [The footnote specifically mentions Wisconsin, among other states. -- Ed.]

“Even if corporate counsel is unlikely to face sanctions for the unauthorized practice of law, his [or her] conduct could still potentially harm his [or her] corporate employer,” Villa writes.

Villa gives as an example a corporation employing a corporate counsel who is unlicensed in the state where he will practice.

“Under those circumstances, the corporation may risk that its communications with counsel will be unprotected by that state’s attorney-client privilege law.”

If an adversary in litigation discovered his opponent to be unlicensed in the state in which his firm does business, Villa warns, the adversary could seek “disqualification, a contempt citation or an order requiring counsel to associate … with a local lawyer for the duration of the case.”

IMPACT ON STATE COMPANIES

With such high stakes, it is confounding that attorneys who make a career of practicing in Wisconsin are too lazy or indifferent to get a license here. This is perplexing, since the state offers relatively simple access to license for qualifying attorneys. Wisconsin applies reciprocity: out-of-state attorneys who wish to practice in Wisconsin need only satisfy the same requirements their state demands for Wisconsin lawyers who chose to practice there.

Take, for example, military contractor Oshkosh Truck Corp. On October 16th 2006 it announced a $3 billion purchase of JLG Industries, Inc. According to the Oshkosh website, its Executive Vice President, General Counsel and Secretary is Bryan J. Blankfield, whose biography says he is admitted to the Illinois Bar. He has four other attorneys in his office. Two, Robert C. Rubenstein and Patrick L. Breen, are not licensed in Wisconsin. Of the others, only Bradford Bauknecht has a valid Wisconsin license. The other, W. Thatcher Peterson, has a suspended license, due to his failure to earn required Continuing Legal Education Credits. So, of five lawyers working for a major defense contractor, only one has a Wisconsin license. [Update: May 1st, 2007 -- the link above now shows that Mr. Peterson has earned his CLE credits, and is now in good standing with the board.--Ed.]

I called Oshkosh asking if management knew about its unlicensed and suspended lawyers, but it apparently is something not to be discussed. Perhaps Oshkosh board member Michael Grebe, the former head of Foley & Lardner, Wisconsin’s largest employer of Wisconsin-licensed lawyers, might provide some counsel for the firm in this matter.

Likewise, I called John L. Hammond, who has been the Vice President, Secretary and General Counsel of Milwaukee-based Sensient Corporation since 1998, where he makes $417,000 per year. He claims to be licensed in Connecticut, and has two others in the legal department with him, including James J. Clarke II, who came to the firm from a Chicago law office in 2002 and Christopher Luke Lawler. Apparently nobody in the legal department of Wisconsin’s 21^st largest publicly-traded company is licensed in Wisconsin. Also, nobody from the company returned my calls.

At least W. David Romoser, the Vice President , General Counsel and Secretary of A.O. Smith Corp. since 1992 admits that he is not “admitted in Wisconsin,” although you might wonder why not. In any event, his Illinois license has been good enough for him to make $614,000 in salary this year from the Wisconsin company, and plenty more in stock. Interestingly, Romoser is a member of the American Corporate Counsel Association, the co-publisher of the Corporate Counsel Guidelines quoted above.

Robert F. Heath has been the counsel for Briggs & Stratton Corp. since 1997, but he is nowhere to be found among Wisconsin’s lawyers.

Neither is Glen F. Hackmann, the Managing Director, General counsel and Secretary of Robert W. Baird & Co., Inc., a highly-regulated privately-owned financial services company based in Milwaukee. Baird has been accused of being rather casual about licensing for its top executives, as has been seen from other Milwaukeeworld.com postings, and this apparently is another example. Hackmann has been with the firm since 1984. He joined the Missouri bar in 1966, but never got around to getting a Wisconsin license.