A. O. SMITH, IN CHANGE, HIRES G.C. WITH WISCONSIN LICENSE

Exclusive for the readers of Milwaukeeworld
By Michael Horne

Diversified Milwaukee manufacturer A. O. Smith, Inc. [NYSE:AOS] has hired James F. Stern as its Vice-President, Secretary and General Counsel, the firm announced yesterday.
Stern, a 1985 University of Notre Dame graduate, received his law degree from the Northwestern University School of Law. He was admitted to practice law in Wisconsin on November 3rd, 1992, the same year his predecessor, W. David Romoser, became Smith general counsel. However, Romoser never joined the Wisconsin Bar. Romoser, who will retire, received a base compensation of $475,442, and has stock in the firm valued at over $2,000,000. His golf handicap is 21.1. That's right! The millionaire lawyer who couldn't be bothered to join the Wisconsin Bar Association had no problem with joining the Wisconsin State Golf Association! It's all a matter of where one's priorities lie.
It could not immediately be determined if Stern, 44, is a better golfer than Romoser, although a fellow with his name has a very respectable 6.6 handicap. His work at Foley and Lardner, the state's oldest and largest law firm, included serving as a trustee for the many, many trusts of I. Stanley Stone, who, with his wife Polly, endowed the mighty Chipstone Foundation, one of America's preeminent collections of decorative arts and material culture.

The licensure of general counsels is a lively topic of debate in legal circles lately, fueled in part by Milwaukeeworld's listings of lawyers, such as Romoser, who are not licensed in this state.
A majority of states have passed regulations since 2000 requiring some sort of licensure for general counsels, and the matter will be considered by the Wisconsin Board of Bar Examiners, milwaukeeworld has reported. Indeed, now that light has been cast on the subject, it seems that some firms, like A.O. Smith, are being cautious to use Wisconsin-licensed attorneys for certain corporate work.
This can be seen by a comparison of two routine documents filed by Romoser with the Securities and Exchange Commission. In the first, dated October, 2003, the SEC Form 4 -- "Statement of Change in Beneficial Ownership of Securities" -- is signed by Romoser himself.
In the second , dated February, 2007, after the milwaukeeworld series had run, the very same SEC Form 4 was signed by "Kenneth J. Maciolek, Attorney-In-Fact for W. David Romoser." Maciolek, an attorney for A. O. Smith, is a 1978 graduate of St. Louis University. He joined the Wisconsin Bar in 1991.
Is Romoser the first casualty of milwaukeeworld's crusade for Wisconsin-licensed attorneys to serve as General Counsels of Wisconsin-based corporations? It is hard to say. But it is worth noting that his replacement is a member in good standing of the Wisconsin Bar, and will not need his deputy to file papers for him with the S.E.C.

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A. Low overhead!