Some of these early nonbanking clients included Armour & Company, Swift & Company and West Virginia Coal & Coke Corporation. By the late 1920s, the list also included U.S. Steel, McGraw-Hill and Combustion Engineering Corporation. The New York Shipbuilding Corporation and the Hog Island Shipyard were two other important early clients. Charlie Fay represented and advised both in connection with their efforts during World War I. New York Shipbuilding built battleships and destroyers for the U.S. Navy at its shipyard on the Delaware River in Camden, New Jersey. Hog Island Shipyard, then the largest shipyard in the world and the first designed for the mass construction of vessels, was located across the Delaware in Philadelphia and produced ships to carry war supplies and troops. Some of these ships, known as “Hog Islanders,” plied the oceans for many years after the war. Corporate clients referred to the Firm by its banking clients included the Pennsylvania coal companies controlled by the Kemmerer and Bowring families, referred to White & Case by First National Bank. Another key referral occurred in 1916 when New Jersey entrepreneur William Shortess asked a friend at Guaranty Trust Company which law firm he should use for a new company he was about to form, and was sent to White & Case. That was the start of a long relationship between the Firm and Shortess’s new company, Federal Paper Board, which, in time, became one of the nation’s leading manufacturers of the paperboard used for cereal boxes and other products. From its incorporation onward, White & Case provided just about every conceivable legal service to the company. It represented the company in acquisitions, litigation, its initial public offering in 1953, and other equity and debt financings. The Firm assisted the company in its defense against a hostile takeover attempt by Simkins Industries in 1967. White & Case became indispensable to the company as a trusted adviser. When Shortess died in 1942, a critical moment in the company’s history, Colonel Hartfield helped arrange the sale of the company to three of its senior executives. One of the buyers was John Kennedy, Sr., who became president and CEO, leading the company for the next 30 years. Kennedy continued to rely on the Firm, often discussing both business and legal matters with Hartfield and Glover Johnson. White & Case represented Federal Paper Board until it was acquired by International Paper Company in 1996.

Despite the Great Depression—and to some extent because of it—the Firm continued to grow and prosper during the 1930s. Corporate reorganizations and bankruptcies became new, and major, sources of work, while a flurry of new federal statutes all served to bolster demand for legal services. Among the important new laws were the Banking Act of 1933; the Securities Act of 1933; the Securities Exchange Act of 1934; the National Labor Relations Act of 1935; the Public Utility Holding Company Act of 1935; the Social Security Act of 1935; and the Trust Indenture Act of 1939. The consequences for banks and corporations of some of this new legislation were far-reaching. The Banking Act, sections of which came to be known as the Glass-Steagall Act after the U.S. senators who proposed it, separated commercial from investment banking. The Securities Act required high levels of disclosure of financial information about companies that wanted to distribute their shares publicly.

Flurry of new legislation

An example of the Firm’s bankruptcy work during this period was its appointment as counsel to the preferred stockholders of Bush Terminal Buildings, which had developed an industrial park on the Brooklyn waterfront but went bankrupt in 1936. An example of the consequences of the Glass-Steagall Act was the closing by Bankers Trust of Bankers Company, its securities underwriting subsidiary. Years later, the Firm played a prominent part, as counsel to Bankers Trust, in arguing that Glass-Steagall did not prohibit Bankers Trust’s commercial paper marketing activity. To keep pace with the needs of its clients during the Great Depression, the Firm hired an average of about six new lawyers each year and took additional space in the Bankers Trust building, expanding to the 29th floor in 1936. With that addition, the Firm had six floors—at a total rent of $7,177.13 a month.

Ezra Cornell

Ezra Cornell was a great-grandson of Ezra Cornell, the founder of Cornell University. Born in New York in 1903, the younger Cornell grew up in Colorado, where his father was a newspaper editor, and attended Colorado College and then Cornell Law School, joining White & Case in 1927. Cornell was a corporate lawyer who was exceptionally good at developing and maintaining close, enduring client relationships. One of his clients, beginning in 1932 and continuing for 44 years until Cornell retired, was Seagram. Another of Cornell’s clients was Chicago Pneumatic Tool Company (now part of Sweden’s Atlas Copco), on whose board of directors Cornell served for many years. Cornell retired in 1976 and died in 1982 at age 79.

Tom Kiernan

Tom Kiernan graduated from Princeton in 1924, joining White & Case the following year as a clerk while attending Fordham Law School, from which he graduated in 1927. A highly capable litigator, Kiernan appeared on three occasions before the U.S. Supreme Court—twice on behalf of Seagram and once on behalf of Pan American-Grace Airways. “Tom was a real trial lawyer, who played everything straight,” according to Hal Fales. “He never exaggerated, never used a metaphor, and never said anything he could not prove by an eyewitness or an admissible document.” Robust and personable, Kiernan was called “Senator” by Orison Marden because, in Marden’s view, he looked like one. Kiernan returned the compliment by addressing Marden as “Professor.” Kiernan retired in 1981, completing a 56-year career with White & Case and becoming of counsel. In 1994, at age 91, he published a book, , which profiled many of the lawyers he had known in his years with the Firm. Kiernan died two years later in 1996. One of his grandchildren observed at his funeral, “White & Case was the only job Grandpa ever had. It was like his second family.”

Ezra Cornell was a great-grandson of Ezra Cornell, the founder of Cornell University. Born in New York in 1903, the younger Cornell grew up in Colorado, where his father was a newspaper editor, and attended Colorado College and then Cornell Law School, joining White & Case in 1927. Cornell was a corporate lawyer who was exceptionally good at

Tom Kiernan graduated from Princeton in 1924, joining White & Case the following year as a clerk while attending Fordham Law School, from which he graduated in 1927. A highly capable litigator, Kiernan appeared on three occasions before the U.S. Supreme Court—twice on behalf of Seagram and once on behalf of Pan

Gaining U.S. Steel

The wave of conglomerate mergers in the United States in the 1960s was characterized by a succession of mergers and acquisitions and, more significantly, the first great wave of hostile takeovers. White & Case played a key role in a number of celebrated cases, including helping its clients mount successful defenses against unwanted attacks, notably on behalf of Federal Paper Board in 1967 and the B.F. Goodrich Company in 1969.

The restructuring of the company’s balance sheet on the eve of the Great Depression proved to be extremely advantageous. When the Great Depression struck, U.S. Steel continued to generate positive earnings because it had efficient plants and virtually no debt. In 1932, Taylor was elected chairman and CEO of U.S. Steel. As Taylor’s power at the company increased, so did the role of White & Case. Although DuPratt White’s friendship with Taylor had opened the door for White & Case at U.S. Steel, Irving Olds was the lead partner on the account, and it was he who built the relationship. Moreover, just as Taylor began his career as a lawyer and ended up as chairman and CEO of U.S. Steel, so did Olds—and so, continuing the chain, did another White & Case lawyer, Roger Blough . So close was the relationship between White & Case and U.S. Steel over a period of many years that yet another partner, Jack Tennant, was the company’s general counsel from 1953 to 1971, maintaining offices at both the Firm, of which he remained a partner, and the company.

Defending clients against hostile takeovers

White & Case became known for its work on hostile takeovers during the 1960s, but it suffered somewhat from the perception that the Firm refused to represent hostile bidders. This perception may have arisen from the pronouncements and writings of Kelly, a partner specializing in merger and acquisition work, who argued that hostile deals were economically destructive. The perception was misguided. The Firm never had a policy of eschewing representation of unwelcome suitors. White & Case was, in fact, an early pioneer on the hostile side, having represented Alleghany Corporation in its 1954 proxy contest to win control of the New York Central Railroad. The takeover was notorious—one of the “most significant corporate mergers or break-ups in the past 100 years,” according to —not least because of the image of Alleghany’s CEO, Robert Young, who projected himself as a friend of the small shareholder. It was a successful strategy: Young won the contest and became the New York Central Railroad’s chairman.

Jack McNally graduated from Holy Cross in 1950 and from Harvard Law School in 1953, before joining White & Case that same year. One of his primary areas of practice was M&A, specifically defense of hostile takeovers and joint ventures. His clients included B.F. Goodrich, Holly Sugar, Waterman Steamship, Chicago Pneumatic, Newmont Mining and many other financial services and industrial clients. Considered both an adviser and friend to clients, he also achieved great respect by offering straightforward, practical advice on even the most complicated of issues. At various times over his 40-year career at the Firm, he held a number of leadership positions, including multiple terms on the management committee. At the end of his career, and at the request of the Firm, he deferred his retirement and spent time guiding its offices and lawyers in Istanbul and Moscow. He was a longstanding member of the board of directors of Mohawk Fine Papers, Lavelle Fund for the Blind, Lawrence Hospital Center and All Hallows Foundation, the philanthropic arm of his former high school in the Bronx. He served in the U.S. Navy in World War II. McNally retired in 1994 and died in 2013 at age 86.

Jack McNally

Jack McNally graduated from Holy Cross in 1950 and from Harvard Law School in 1953, before joining White & Case that same year. One of his primary areas of practice was M&A, specifically defense of hostile takeovers and joint ventures. His clients included B.F. Goodrich, Holly Sugar, Waterman Steamship,

The National Student Marketing affair

Nearly all companies and law firms go through difficult periods. For White & Case, none was more challenging than the aftermath of its brief tenure as counsel to National Student Marketing (NSM), founded in 1965 by a young entrepreneur, Cortes Randell, to market products to college students. It appeared to be extremely successful, capturing the attention of investors. The company’s stock soared from an initial offering price of $6 per share in April 1968 to $140 in December 1969, and as it rose, NSM used the shares to acquire more than 25 companies. NSM was initially represented by Covington & Burling, a top Washington, D.C. law firm, and its auditors were Peat, Marwick, Mitchell & Co., which was equally prestigious. When Covington & Burling resigned in early 1969 for reasons that were never publicly disclosed, Randell approached White & Case partner Larry Morris to seek representation. “NSM was constantly acquiring companies, issuing stock and doing things that required lawyers,” Hal Fales later wrote in his book, “Everything about them seemed first-rate, with the possible exception that Randell was a bit too much of a salesman when he made presentations to analysts, an appealing challenge to Larry Morris. He loved riding herd on clients of that kind, lecturing them like a Dutch uncle to keep them on the straight and narrow. To him, keeping clients out of trouble was the highest form of service, both to the client and to the public.” Based on assurances from Randell that he would heed Morris’s advice, White & Case accepted NSM as a client. Jay Epley, an associate who was in line to become a partner, was assigned to handle much of the day-to-day work. When Epley was elected to partnership in 1969, he was given overall responsibility for the relationship. At about that time, NSM began negotiating to acquire Interstate National, a Chicago-based insurance company. And that’s when the trouble began. On October 31, 1969, the day the acquisition was scheduled to close, questions suddenly arose as to NSM’s earnings. The underwriters involved in the deal were scheduled to receive a comfort letter from Peat Marwick stating that it knew of no significant adverse financial developments at the company up to five days prior to the closing. However, when the letter arrived it contained revised financial figures showing that NSM had broken even in the prior fiscal year, instead of earning a profit as previously stated. There was as yet no indication of fraud, just a downward revision of financial results. Peat Marwick suggested that the closing be postponed and its letter be circulated to all NSM and Interstate shareholders before the closing was held. Nonetheless, Interstate’s management decided to proceed as scheduled, concerned that the deal—which was considered favorable to Interstate shareholders—might collapse if it were delayed. The market price of NSM stock kept rising into early 1970, when NSM announced that it expected to report a first-quarter loss. The stock thereupon plunged, and Randell resigned, triggering an investigation that showed NSM’s earnings had been consistently overstated. These events culminated in 1972 in the filing of a complaint by the SEC charging that White & Case and the Chicago law firm Lord Bissell & Brook had “aided and abetted” a securities fraud based on their alleged failure to take proper action when they “permitted” their clients to complete a merger that had received shareholder approval based on a proxy statement containing materially misleading financial information. The complaint alleged that the lawyers had a duty to insist that their clients resolicit proxies based on corrected information and that, if the clients refused to follow this advice, the lawyers were required to resign and report the alleged securities violations to the SEC. This was a most serious charge. Corporate and lawyer interest in the complaint and the underlying issue of lawyer-client privilege was exceptionally high. wrote, “An SEC lawsuit has charged that corporate lawyers must police the financial dealings of their corporations for the public. If a firm will not reveal incriminating facts, then the lawyer must report them to the SEC. If the courts uphold such a practice, the whole lawyer-corporation relationship will be drastically altered.” Not unnaturally, the accusation caused great consternation within White & Case. Some partners believed the Firm had done nothing wrong and wanted to go to trial to clear the Firm’s name. Others believed White & Case was at least partly culpable and should reach a settlement with the SEC. Still others—while believing the Firm was innocent of the charges—wanted to settle to avoid a protracted public battle that might tarnish the Firm’s reputation. There was no consensus on the approach to take, and the matter dragged on for five years. Eventually, it was decided that the Firm should settle. The responsibility for the settlement fell to Ed Schmults, who had joined the Firm in 1958, became a partner in 1965, later left to serve in the Ford Administration and returned to the Firm in 1977. “When Ed came back,” Jim Hurlock, by then one of the Firm’s most influential partners, recalled, “I said, ‘The first thing you have to do is go to the SEC and see if you can negotiate a settlement to the National Student Marketing case.’ He had very good relations in Washington and I thought he could do that.” Indeed, Schmults, already a proponent of settling the case, negotiated a proposed settlement that was favorable to the Firm, which was then submitted to the partnership for approval. At a lengthy meeting in April of 1977 that went into the night, two-thirds of the partners voted to settle.

Irrespective of whether White & Case was, as alleged, culpable of aiding and abetting a securities fraud, the Firm suffered. How much is not certain. As Hurlock put it at the time, “I guess there is no way ever to measure how much damage you’ve done to yourself by being at war with the SEC for a number of years. How many prospective clients did not select White & Case because we were embroiled in this dispute?” Hurlock’s question was unanswerable, but fortunately the Firm continued to represent clients in many of their important matters both during and after the NSM saga.

New York City financial crisis

Other work during the mid to late 1970s

Work for established and emerging clients also kept the Firm’s lawyers busy during this period. The attack by Bankers Trust and the Firm against the Glass-Steagall Act commenced about the time the NSM matter was being settled. The Firm’s banking practice kept on growing. The Firm continued working for a broad range of clients, including Arthur Young & Company, Prudential Insurance Company and U.S. Steel, and doing significant M&A work. And by the time the NSM case was settled in 1977, the Firm’s representation of Indonesia had been under way for about two years, and it was becoming clear that the Firm had a significant opportunity to build substantial sovereign practices in emerging markets.

Irving Olds

One of the remarkable things about White & Case was its ability, early on, to attract some of the brightest young law school graduates. Irving Olds was one of these recruits.

Roger Blough

Roger Blough was another White & Case lawyer who started from humble beginnings. He grew up in Riverside, Pennsylvania, where his father was a truck farmer and greenhouse operator and his mother a nurse.

Despite his accomplishments, he is primarily remembered for his run-in with President Kennedy in 1962 over the price of steel. When U.S. Steel raised its average price by $6 a ton, Kennedy reacted with fury, insisting the company should restrain its prices because the United Steelworkers union had previously accepted only a modest wage increase. Kennedy derided Blough publicly and threatened an antitrust investigation, price controls and other actions unless the company relented. Although Blough defended the price increases as necessary to finance plant modernizations, he eventually rescinded them under political pressure. When Blough retired from U.S. Steel in 1969, he returned to White & Case, this time with the partnership that had been his for the asking 27 years earlier. He practiced corporate law, was instrumental in the opening of the Firm’s Washington, D.C. office in 1974 and was a founder of the Business Roundtable, a public policy group composed of corporate CEOs. He retired in 1976 and died nine years later at age 81.