Leveraging a Willamette Law Degree
"The economic crisis is affecting all levels of private equity transactions," said Brian C. Erb JD'89, a partner at Ropes & Gray LLP in San Francisco. "Corporate transactions are premised on a sponsor's ability to borrow money to leverage the purchase price of a buyout. Buyers leverage transactions with debt in order to increase their returns; that's how they make money for their investors. These days, it is almost impossible for large deals to get done given the dislocation in the credit markets."
A partner with one of the top corporate and private equity law firms in the United States, Erb isn't one to stand on the sidelines and wait for the market to recover. Rather, he has transformed his practice to meet the needs of clients during these tough economic times. "I'm now helping clients restructure their balance sheets to manage their debt load," he explained. "I'm also representing smaller companies that are trying to raise money to build their businesses."
Even-keeled and seemingly unflappable, Erb's resourceful nature showed itself early in life, growing up in Lebanon, Ore. By his early teens, he began working toward a career in photojournalism. In addition to studying photography, he served on the yearbook staff and student newspaper in high school. Following graduation, he enrolled in the University of Oregon to further pursue his interest.
"It is one of the best schools in the country for journalism, so it was an obvious choice," said Erb, who worked for a time as photo editor of the school's daily paper.
During his junior year of college, however, Erb's interest in journalism began to wane. "I knew after three years of studying journalism that I wanted something different," he said. "I realized I wanted something more challenging."
Erb completed his degree, graduating in 1985, and then took six months off to work with his father and reassess his goals. During this time, he applied to a number of law schools on the West Coast. He chose Willamette University College of Law after visiting it and several other schools. "I immediately felt very comfortable there, with the students and with the campus," said Erb, who enrolled in the fall of 1986.
"I had no idea what law school was really about when I enrolled," he confessed. "Law school was less pragmatic and much more conceptual than I expected. Pretty early on I realized that having professors tell you the law was not the point; teaching you how to think was. I learned how to apply the law when there is no single right answer to a legal question. I developed real critical thinking skills."
Following his first year at Willamette, Erb worked as a summer associate at Williams Kastner & Gibbs PLLC, a large litigation firm in Seattle. "That summer, it became evident to me that I didn't care for litigation work," he said.
"Further into law school, a fellow law student, Martin Moll [L'88], who had given me some great advice about how to succeed in law school, explained a little about corporate law to me," he said. "I began thinking that I wanted to work on corporate deals and transactions."
That notion was solidified in the summer of 1988, when Erb clerked at Stoel Rives LLP in Portland. "I worked on an initial public offering and several corporate transactions and really liked the work," said Erb, who became friends with several associates and other clerks at the firm - many of whom came from Ivy League schools.
"My East Coast friends and several attorneys at the firm said that if I really wanted to specialize in corporate transactions, I should consider working in New York," he said. "So I went to the library, got a book that listed the 50 biggest law firms in New York and sent my resume to each."
Much to his surprise, 10 of the 50 firms told Erb they wanted to meet him. Despite having barely traveled outside Oregon, he immediately booked a flight to New York. He interviewed with six firms in two days and returned to Oregon with two job offers. Erb told one of the partners at Stoel Rives about the two opportunities in New York. "Even though he had made me an offer himself, he told me I had to go to New York," recalled Erb, who accepted an associate position with Davis Polk & Wardwell. "At the time, I didn't have a sense of how unique an opportunity it was or how prestigious the firm was. Only later did I realize it is one of the top firms in the world; they get 10,000 unsolicited resumes from law students every year."
After graduating from Willamette in 1989, Erb went to work for Davis Polk, where he practiced corporate and securities law for five years. Eventually, Erb grew weary of life in the Big Apple. "It is a tough place to live," he said. "Seventy-six other associates started the same time I did, so I knew it was a real long shot that I would make partner there." In 1994, Erb returned to the West Coast to work for Wilson Sonsini Goodrich & Rosati PC in Palo Alto, Calif. "At that time, it was a little firm doing some interesting work with high-tech companies," he said. "They were getting a lot of press at the time for work they did with Apple and Netscape."
Erb specialized in corporate finance, public offerings, public company representation, and mergers and acquisitions at Wilson Sonsini. "I really liked the people at the firm, but I was billing 3,400 hours a year - working 12 hours a day, six or seven days a week," said Erb, who made partner in 1997. "In New York, I would work on one or two transactions at a time. In Palo Alto, I did six or eight at a time, and I devoted the same amount of time to each." After 11 years with the firm, Erb left to help build a corporate practice group for Ropes & Gray in San Francisco. He felt a kinship with the other partners and appreciated their approach to legal practice.
"They care about practicing at the highest level, but their culture is also very supportive of people having balanced lives," said Erb, who represents large public and high-tech companies in corporate finance, securities and corporate governance matters, and mergers and acquisitions. His practice also includes the representation of investment banks and venture capital-backed private companies. Since joining Ropes & Gray in 2005, Erb has worked on a number of high-profile private equity deals, including the $20 billion buyout of Clear Channel Communications.
The off-again-on-again deal took more than 18 months to complete and involved 25 partners and more than 100 associates from Ropes & Gray. "A deal like that cuts across all practice areas - employment, debt, contracts," said Erb, who handled the securities aspects of the deal. "The pieces I took on were significant transactions and highly complicated in their own right." The deal finally closed in July 2008.
"When I first started in corporate transactions, we'd all lock ourselves in a conference room for days on end to do a deal," he said. "It doesn't happen like that anymore. There is even very little communication by phone in many cases. The majority of my time is spent responding to clients and working with others by e-mail."
Erb's job has changed in a number of other ways over the years. "As an associate and a junior partner, I generally did much of the work myself," he said. "Now I oversee the work of others. Mentoring has become as rewarding to me as pushing the paper."
His interest in helping young lawyers extends to Willamette students as well. "I consider it an obligation and duty to give back to the school," Erb said. "I could have been a photojournalist for a local newspaper, but my career took a different turn. I never could have imagined all the opportunities I've had, and I wouldn't have what I now do had it not been for my law degree from Willamette. I want to help other Willamette law students any way I can."
Brian C. Erb JD'89
“Law school was less pragmatic and much more conceptual than I expected. I learned how to apply the law when there is no single right answer to a legal question. I developed real critical thinking skills.”