Enzo Sallese and Timothy R. Dunn at the Minden Gross LLP Toronto office, on Jan. 10 2023. The mid-sized law firm in Toronto is winding down its operations after a merger negotiation with KPMG Law fell apart on Dec. 10.Jennifer Roberts/The Globe and Mail
There’s no manual for how to shut down a law firm. So in the days after the executive team at Minden Gross LLP realized their nearly 75-year-old firm wasn’t going to survive, they reached out to two people who had been there before for advice.
The first call was to Gary Luftspring, who had been a long-time managing partner at Goodman and Carr LLP in the years before it folded. While Mr. Luftspring wasn’t running the firm at the time of its collapse in 2007, he was involved in the wind down.
“The advice I gave them was, ‘You’d be amazed at how many little things there are.’ You lease your photocopiers, for example,” said Mr. Luftspring, who is now with Ricketts Harris LLP. “The other thing I said is, ‘You’ll learn a lot about who you thought your friends were.’ Some people run for the hills and never look back. Others reach out and say, ‘How can I help?’”
Next, the Minden team got in touch with Norman Bacal, one of the former managing partners of Heenan Blaikie LLP, which fell apart in 2014. Mr. Bacal warned that the bulk of the wind-down work would happen in the first year, but the executive team should prepare for things to pop for another two or three.
Among the most unpleasant tasks is chasing clients who may think they can get away with not paying a bill, he said. Mr. Bacal explained that lawyers will send their final invoices before moving on to a new firm, but they may not be motivated to harm the relationship with the client if there’s a dispute about payment. The remnants of the firm will then need to chase that money in order to pay creditors and minimize the partners’ capital losses.
“The firm, actually, is not gone,” Mr. Bacal said. “The people are gone but you can’t run away from the partnership as long as there are liabilities out there.”
Wednesday marked one month since the partners at Minden Gross, a mid-sized law firm in Toronto, realized it would have to close. Their lifeline – a merger negotiation with KPMG Law – fell apart on Dec. 10.
Enzo Sallese, a member of Minden’s three-person executive team, said the past four weeks have been an unrelenting blur, between contacting clients, communicating with staff, trying to find new jobs for people, dealing with landlords and banks and other vendors – while still continuing with their regular legal practices serving clients.
“And each day more people leave so there are fewer people around to help,” he said.
Timothy Dunn, another executive member, said they haven’t yet had an opportunity to mourn. “That may come later. It’s just been such a hectic work environment. But one thing I will say is, we’ve been really, really impressed with the way that other law firms have stepped up to help.”
For example, Dentons LLP reached out to Minden immediately about their articling students.
Patti Maarse, the director of talent at Dentons’ Toronto office, said Minden’s closing is extremely sad for everyone – she worked in the office prior to joining Dentons – but it’s a particularly precarious situation for the students, who hadn’t yet completed what’s required by the law society in order to be called to the bar. “We wanted to see if there was anything we could do to assist,” she said.
Dentons took one student, who will be starting Monday. Fasken LLP was also in touch with Minden as soon as news of its collapse broke and offered to take on the other two students.
As of mid-October, Minden had around 65 lawyers – there were about 55 left when the merger talks broke down – and more than 100 additional staff, including clerks, personal assistants, business office staff, the marketing group and hospitality employees. To date, most of Minden’s personnel have found new homes.
Six lawyers – three partners, three associates, as well as their clerks and other support staff – are heading to Fogler, Rubinoff LLP. Fogler’s managing partner Michael Slan said in an e-mail: “These experienced lawyers complement our growth strategy in several practice areas and broaden our ability to support our clients.”
Others are heading to firms such as Aird & Berlis LLP.
But the biggest move involves Dickinson Wright LLP, a cross-border firm that expanded into Canada in 2008, which now has a mid-sized presence in Toronto. The firm is taking 10 lawyers – six partners and four associates – as well as 16 support staff, with the potential to add more.
Eli Kutner was a partner at Minden Gross working with the commercial real estate group. He was out of town when he learned that the merger deal was dead. Immediately, he called Mark Shapiro, Dickinson’s managing partner in Canada, for a meeting.
“I went straight to his office from the airport,” Mr. Kutner said. Over the coming days, as word of Minden’s fate spread, Mr. Kutner and his group were wooed by other suitors. The logistics of trying to move 10 lawyers and nearly 20 support staff as a bloc was a complicated dance. Ultimately, Mr. Kutner said Dickinson emerged as the strongest contender.
“Minden had great lawyers and friends and it’s sad to watch that part of the institution go. But in every situation, there’s opportunity. This kind of forces that, to look for that opportunity and silver lining and I think that’s what we found here,” he said.
For his part, Mr. Shapiro said that – coincidentally – some of the partners at Dickinson had been discussing the possibility of trying to recruit the Minden group just days before Mr. Kutner e-mailed.
As for the three executive team members, Mr. Dunn and Irvin Schein will be heading to Blaney McMurtry LLP, while Mr. Sallese will join Cozen O’Connor LLP.
Mr. Schein, who began his legal career at Minden in 1983, said he’s still trying to process that it’s really over. “It’s really frightening. You think you have a stable monolith that will never be toppled,” he said.
“And what’s really sad is the relationships. I’m delighted that Tim and I are going to continue to work together, but I’m sad that Enzo won’t be in the office next door and it’s the same with so many colleagues. We’ll say we’ll stay in touch but you know how life works,” Mr. Schein said.
In his parting words to the Minden group, Mr. Bacal – who wrote a book about his former firm’s demise called Breakdown: The Inside Story of the Rise and Fall of Heenan Blaikie – had one more piece of advice.
“Don’t confuse mortar and bricks for what your real legacy is: how people remember their work experience and how clients remember the firm,” he said.
Mr. Bacal said he still hears from former colleagues about their fond memories of working at Heenan. “To me, that’s more meaningful than anything. It’s about when people think of the firm 10 years later, what comes to mind? It will be like that for Minden Gross.”