ABA Section of Business Law

By GARRETT ORDOWER

C all him Mr. Corporate Law. But "Rocky" didn’t start out with that in mind.

After graduating from Yale University as an undergraduate, and then receiving his law degree from the University of Michigan with distinction in 1957, Frank R. Morris Jr. could have chosen to pursue a legal career wherever he wanted.

He could have gone to New York, Detroit or Chicago and worked countless hours and made exorbitant amounts of money. But Morris, or "Rocky" as his friends call him simply because his middle name is Rockwell, chose to take a different path. He chose to practice in his wife Molly’s hometown of Columbus, Ohio. This decision says a lot.

"Columbus is just an ideal place to live and work," said the 71-year-old former chair of the ABA’s Business Law Section. "It’s a very good place to live and bring up a family, and because it is a larger metropolitan area and a state capital, it is also a very interesting place to practice law."

Morris has managed to become an accomplished and active lawyer while never slighting his family and staying active within his communities — the city of Columbus and the legal community.

Morris grew up in the small town of Jackson, Mich., where he was first attracted to the legal profession because there were no lawyers in his family, but his parents had friends who were prominent lawyers in the small town.

"It was a respected profession and seemed like something that would be intellectually interesting," he said.

While attending Yale, Morris debated between the legal profession and business. His father was a businessman and that eventually ended up influencing him to go into business law. After graduating, however, he did not go directly into law school, instead doing a three-year stint in the U.S. Navy from 1952 until 1955. He spent the first half of that period on a transport ship as a member of the amphibious force in the Atlantic Ocean. The second half was spent on the staff of the commander of the Amphibious Force of the Atlantic Fleet, as a communications and crypto-security officer.

After leaving the Navy in June of 1955, he enrolled at the University of Michigan, wasting no time and starting the summer session. Having already married and had one child, Morris was anxious to finish law school and start practicing as quickly as possible. He attended school for 27 months straight and graduated in September of 1957.

He interviewed at several firms in Columbus and in Michigan and ended up joining a firm of 13 lawyers, which eventually became Porter, Wright, Morris & Arthur, a 270-lawyer firm with six offices around the country.

During his time at the firm, Morris has been a part of some monumental cases. Beginning in 1981 and lasting until 1983, he was heavily involved in representing a local bank holding company, Huntington Bancshares Inc., in its acquisition of the Cleveland-based Union Commerce Corp.

The transaction was not a normal acquisition; it was a hostile takeover — the first successful hostile takeover of one bank holding company by another.

"I kind of carried the ball through that transaction and that period," Morris said. "We had a series of both exchange offers and cash offers. I think it was probably the first situation in which the Federal Reserve had to deal with a hostile takeover and the impact on the financial institutions and banks that were involved. There were many unique things about (the case). It was a very long, drawn-out transaction. We were successful; our client was successful. That was certainly a high point of my career."

Up until that point Morris had not been directly involved with any hostile takeovers, but because of his practice as well as his involvement with the state bar and the ABA, Morris was prepared. "I was well aware of what was going on," he said. "I knew what we were getting into and knew that it was going to have a lot of unusual wrinkles to it."

In 1985, the state of Ohio was going through a crisis and it looked to Porter Wright for help. Luckily for Morris, that was just after he had finished editing The Business Lawye r and shortly before he was to become chair of the Business Law Section.

"We have had a historically very active financial-institutions group in the firm," Morris said. "We represented a number of financial institutions in the area and I had done business with Huntington and the other savings and loan associations here in the city. Our financial institutions was and is a separate department, so we had a substantial reputation in Columbus — at least — and I’d like to think elsewhere around the state."

Apparently the reputation was substantial enough to warrant the state of Ohio asking for help when its savings and loan system collapsed. Approximately 60 S&Ls were not members of the Federal Savings and Loan Insurance Corp., but instead members of a state S&L guaranty fund. One of the larger S&Ls experienced some major problems and needed to be bailed out by the state guaranty fund. This left the state fund bankrupt and the other S&Ls virtually uninsured.

"We represented the state Commerce Department and the Division of Savings and Loan Associations here in Ohio in connection with that debacle," Morris said. "It involved temporarily closing some 60 S&Ls to prevent runs on those other S&Ls, and there were runs. It was kind of like the 1930s on a smaller scale."

Morris and his partners helped to close down the S&Ls and arrange state funding to protect the depositors. After they were reopened, Porter Wright brought lawsuits that recovered more than $150 million for the state.

Morris has been retained often as an expert witness in the area of corporate governance and the duties of directors, but the cases for which he has been retained almost never made it to trial. He is usually deposed or provides his assistance and insight into the cases. A few years ago, however, he was an expert witness in a lawsuit in Ohio involving a smaller corporation in which two of the principal officers of the corporation were alleged to have been involved in a breach of fiduciary duties.

"I was on the witness stand for four hours," Morris said. "It was interesting. Of course, to have been a lawyer all my life and then to be a witness was a pretty exhilarating experience, to say the least."

Morris was so knowledgeable about the law that the judge let Morris do part of his job in explaining the law and how it related to the facts of the case. Morris turned out to be convincing; the plaintiff for whom he testified received a $22 million jury verdict.

"Generally my practice from the beginning has been general business representation," he said. "There has been a lot of work in the area of mergers and acquisitions and that sort of thing, mostly with smaller, closely held businesses rather than with public companies. Of course a lot of the work was just general business advice, contracts of various kinds, related tax advice and tax planning."

But Morris has been as equally devoted to his profession as he has to many other aspects of his life. He has been active in the Business Law Section since 1966, when he started as a member of the Small Business Committee. He then became a member of the Committee on Corporate Laws, which he eventually chaired. He also chaired and helped to revive the Committee on Nonprofit Corpor-ations. In 1985, he became chair of the Section and later served as a delegate to the ABA House of Delegates from 1991 until he resigned the post in June of last year.

Morris has also been active within his state and his community. As a long-standing member of the Ohio State Bar Association, he formerly chaired the Corporation Law Committee. He is a member of the Columbus Bar Association and a Fellow of the state as well as American Bar foundations.

He is still active in the Rotary Club of Columbus, of which he was president, one of the largest Rotary Clubs in the country. Morris still chairs the Endowment Fund Committee of Trinity Episcopal Church in Columbus and is a former trustee and president of the Columbus Academy, which his sons attended.

But perhaps what he takes the most pride in are his four children and 11 grandchildren. His oldest, Betsy Morris, is a senior writer at Fortune magazine and former Atlanta bureau chief of the Wall Street Journal. His second daughter, Marian Burns, is a veterinarian in Columbus. His son, John Morris, has pursued a career in business and works for the investment-banking firm of Girard Klaver Mattison & Co. in New York. His youngest daughter, Lucy Crotty, takes care of her three children while her husband flies transport planes in the Air Force.

He has long enjoyed taking time out of work to go hunting, fishing and backpacking with his family. Morris especially enjoys the Wind River Range in Wyoming.

Recently Morris became of counsel to Porter Wright at the end of 1999. He still maintains an office and continues to practice but is "not as active in major stuff."

"A lot of [my current clients] are individuals, personal friends and a few smaller business clients that I have had a long-standing relationship with," he said. "I get called on sometimes from people at the firm for advice on issues relating to corporate governance and matters involving directors and officers."

"I think of Rocky as one of the elder statesman of the (Business Law) Section," said Judge Alvin Thompson, of the U.S. District Court in Hartford, Conn., who has been involved with the Section for more than 10 years. "I really enjoy him. He is retirement age, but he doesn’t seem like he’s retired. He is very current in terms of what is going on in society and the world. He looks at things with a fresh eye. He has a great personality. Just when you see him at a meeting you can tell that he is very dedicated. Rocky is universally very respected. He and his wife Molly are simply the nicest, most genuine people."

Mike Flowers, the immediate past chair of the Section, owes his involvement in the ABA largely to Morris. When Morris was chair of the Section he brought Flowers, a promising young lawyer from Porter Wright, to assist him in his responsibilities.

"Rocky Morris was responsible for me attending my first meeting of the Section," said Flowers, now with Bricker & Eckler LLP, when presenting Morris with the Section Chair’s Award last July. "It was Rocky who personally introduced me to the officers, Council members and other leaders of our Section. It was also Rocky who encouraged me to remain active and who taught me how to accomplish positive change within our section. Rocky did all of these things for me and for many other new lawyers coming into the Section."

 Ordower is a freelance writer in Evanston, Ill.

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