Harvey R. Miller, who was widely credited for developing the
modern practice of bankruptcy law while giving legal counsel to
Texaco Inc., Lehman Brothers Holdings Inc., General Motors Co. and
other firms at the center of the U.S.'s largest-ever corporate
failures, died Monday. He was 82.
Mr. Miller, who founded the bankruptcy practice at law firm
Weil, Gotshal & Manges LLP, died after battling amyotrophic
lateral sclerosis, more commonly known as Lou Gehrig's disease,
according to a Weil spokeswoman. He is survived by his wife of 60
years, Ruth.
Born in Brooklyn during the Great Depression, Mr. Miller rose to
represent companies in the highest-profile Chapter 11 bankruptcy
filings of the past 30 years, including Continental Airlines Inc.,
retailer R.H. Macy & Co. and comic-book publisher Marvel
Entertainment Group Inc.
He was "the paragon of bankruptcy lawyers," said Ira Millstein,
a senior Weil partner and close friend who ran the firm for years
with partners including Mr. Miller. He called Mr. Miller a
"scholar" who could cite complex legal precedents on demand and
enjoyed a stellar reputation among bankruptcy judges that attracted
clients.
Many major law firms eschewed bankruptcy practices before Mr.
Miller began work at Weil. When "people saw how profitable it could
be and the results that could be achieved, all the major law firms
decided it was a practice they should pursue," said Stephen
Karotkin, a longtime partner of Mr. Miller's at Weil. Many of Mr.
Miller's disciples went on to become senior bankruptcy lawyers at
other firms now prominent in corporate restructuring, including
Kirkland & Ellis LLP and Jones Day.
Mr. Miller became a champion of the now-traditional approach of
using the U.S. Bankruptcy Code to revive financially sick
corporations by erasing crushing liabilities. He railed against the
rise of Wall Street traders at hedge funds and elsewhere who buy
and sell the distressed debt of troubled companies and use their
creditor status to wield influence in restructurings.
"You've changed [bankruptcy] from at least the semblance of a
rehabilitative approach to a casino approach of "how do I make more
money?'" he told The Wall Street Journal in 2010.
Nevertheless, Mr. Miller's reputation as the go-to adviser for
companies on the financial brink remained intact well into the 21st
century. In the wake of the 2008 financial crisis, Weil often won
business almost solely because executives and boards wanted Mr.
Miller above anyone else to guide them through the complexities of
large-scale bankruptcy filings.
With Mr. Miller's often direct counsel to executives to take
drastic measures to address financial problems, companies
approached bankruptcy as a strategic tool for reworking balance
sheets rather than simply a last-ditch option.
"He didn't sugarcoat it. He told me that Chapter 11 was not
pleasant...but the alternative was significantly worse," said Jim
Kinnear, the former chief executive at Texaco, which in 1987 filed
the then largest-ever U.S. bankruptcy case on Mr. Miller's
advice.
The filing allowed Texaco to address more than $10 billion in
legal damages stemming from a dispute with Pennzoil. Mr. Miller
also helped Mr. Kinnear in a proxy fight with Carl Icahn.
"For the two years I worked with him, he was the best friend I
ever had, " Mr. Kinnear said. "I owe that guy a lot."
Weil's bankruptcy practice was fashioned in Mr. Miller's
indefatigable, sometimes combative style. He oversaw the collapse
of Lehman in September 2008 and subsequent quick sale of the
investment bank's key assets to Barclays PLC, preserving thousands
of jobs during the worst of the financial crisis.
Months later, in July 2009, Mr. Miller argued for days on end in
a sweltering courtroom for the Obama administration's proposed sale
of GM's best assets to a new company owned by the U.S. Treasury,
refusing offers from the presiding judge to remove his coat or take
a lunch break. He called objections to the GM sale an attempt to
have the judge "play Russian roulette" that would result in the
Detroit auto maker's liquidation, an outcome he called
"draconian."
U.S. Bankruptcy Judge Robert E. Gerber approved the sale, paving
the way for GM to regroup and later file for an initial public
offering. The company today has a market capitalization of roughly
$57 billion.
Mr. Miller also advised American Airlines when it filed for
bankruptcy protection in November 2011. American's parent, AMR
Corp., went on to reorganize through a tie-up with US Airways Group
Inc. that created the world's largest airline.
Mr. Miller, an opera devotee, joined the U.S. Army after
graduating from Brooklyn College. He attended Columbia Law School
on the GI Bill and graduated in 1959. He joined Weil in 1969. Mr.
Miller interrupted his law career for a 4 1/2 -year stint as an
investment banker, serving as a managing director and vice chairman
at Greenhill & Co. At 74, he returned to Weil, a move he
likened to going back to "an old love."
He also held various roles teaching and advising at New York
University Law School, Yale Law School and Columbia Law School.
Mr. Miller enjoyed "inspiring young people who are just starting
out in the field to reach for the pleasures of a practice that can
be very satisfying," said Mr. Peck.
Write to Matt Jarzemsky at matthew.jarzemsky@wsj.com and Mike
Spector at mike.spector@wsj.com
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