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Davis Polk & Wardwell

This firm and its predecessors trace their origins to 1849 when General Zachary Taylor was in the White House and Manhattan had a population of 500,000. Allen Wardwell joined in 1898 and, as was customary, received no salary for two years. The sole telephone was in a corner booth, and being a law clerk of less than two years' experience, he was not supposed to touch it. The filing department consisted of a series of tin boxes in which legal documents and letters were folded. Although there were two typewriters, most letters were hand-written and copied with a wet blanket on a letter press.

The principal activities of the firm before 1900 were litigation, bankruptcy, plus railroad and utility organizations and reorganizations.

In 1887 the firm's longstanding relation with J. P. Morgan began when Morgan retained Francis Lynde Stetson, the firm's head. The latter was asked in 1910 to assist in the combination of the Guaranty Trust, Morton Trust, and Fifth Avenue Trust Companies. An increase in capital stock was required then and again in 1912. The firm participated in the 1915 Anglo-French loan of $500 million, which was arranged by J. P. Morgan & Co. and for decades remained the largest public offering of foreign securities ever made in the United States. In fact, the transaction was considered the cornerstone of the U. S. Government's case of alleged conspiracy to divide markets and control prices brought against Morgan Stanley and sixteen other investment banks in 1948 (in which Judge Harold Medina found the Antitrust Division's position to be erroneous).

Frank Polk joined Wardwell in 1920 from Washington where he had been Acting Secretary of State. At the same time, John Davis, a former congressman, was the American ambassador to the Court of St. James' in London. He also joined the firm and became its managing partner in 1921. Not only did he develop the first large litigation department in a Wall Street firm, but he formed the first tax department of a major firm in 1925.

Frank Polk concentrated on international financial problems, especially the difficulties Guaranty Trust Co. and other banking clients had in obtaining the recognition of past obligations by the Soviet Union. Mexico was another trying situation, owing not only to its delinquencies on foreign obligations but to its outright nationalization of properties in the early 1930s. Dwight Morrow of J. P. Morgan & Co. had become the American ambassador to Mexico and was able to provide some guidance to both sides during this difficult time.

Davis Polk & Wardwell, and its predecessors, had occupied offices at 15 Broad Street since 1891. In 1926 it was decided that the structure had to be replaced. For the next two years the firm resided at 44 Wall Street and then returned to 15 Broad for another thirty-five years.

During the 1930s the firm was busy in mopping up the aftermath of the stock market collapse and particularly the collapse of the businesses of the Swedish financier Ivar Kreuger, whose enormous frauds resulted in the economic death of one of Wall Street's most famous firms, Lee Higginson & Co.

During the post-World War II period, the firm concentrated on two new developments: the creation of pension trusts for corporate employees, which J. P. Morgan & Co. sought with dispatch, and the popular real estate sale/leaseback transactions. In 1953 the government's case of conspiracy by Morgan Stanley et al. was so successfully defended by the firm that the government did not appeal.

Davis Polk was involved with the first major cross-border securities offering in 1957 by Royal Dutch/Shell, assisted in the negotiations for the transfer of ownership of the Suez Canal in 1958 and has been in a wide variety of other complex transactions since then. It has extended its reach to include unit investment trusts and other financings for several of Wall Street's leading securities firms as well as bankruptcy, public finance and oil and gas work. The firm helped to devise the counter-tender offer strategy dubbed the "pac man" defense in the early 1980s.

Davis Polk is best known today in three very different areas. First is its global securities practice, in which corporate and tax lawyers represent Morgan Stanley Dean Witter, J. P. Morgan, Donaldson, Lufkin & Jenrette, other underwriters and a number of issuers in debt or equity offerings. Second is its large international mergers and acquisitions practice, whose average transaction is valued at over $1 billion. And third-an anomaly for a Wall Street firm-is its extensive white collar criminal defense practice involving six partners who were former government prosecutors.

Presently, the firm has grown to almost 500 lawyers including 124 partners, most of them in international practice. The firm has five offices in Asia and Europe representing clients in matters involving more than 66 countries and 35 industries. Over half of the corporate transactions the firm is engaged in have international features.


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