Nashville may have been the springboard for Taylor Swift’s pop career, but Music City is also the setting for a love story between Waller and the healthcare industry…
THE appeal of Nashville spreads further than its renowned musical heritage. The city’s robust economy, and its reputation as “the healthcare capital of America,” has seen several large firms move into the area in recent years for a slice of the action. And Waller, one of Nashville’s largest and oldest firms, certainly stands up to the tough competition. For years it has upheld an excellent standing in the healthcare industry, having been consistently ranked by Chambers USA as the number one firm in Tennessee for this practice area. And Waller has more than just healthcare strings to its bow, also ranking top within the state for its corporate, environment, general commercial litigation, and real estate work. “I think within the regional Southeast firms, Waller’s among the most sophisticated transactional practices you’ll find,” one junior proudly told us.
The firm's chairman, Matt Burnstein, told us that the over the past year "we've had substantial growth firmwide," pointing in particular to the healthcare litigation and IP practices; the firm made an addition of seven patent lawyers in the first half of 2015. He was keen to emphasize, however, that "we are a full-service firm with capabilities across pretty much every discipline."
The majority of new associates at Waller are more or less evenly split between corporate, healthcare, or TAP (trial and appellate) work – the latter being the group that litigators join – and only one or two juniors go into IP, finance and restructuring, or labor and employment. In general, newbies agreed that there was not a formal system of work allocation, and that they had to be “very proactive about going to partners and saying ‘I want to work on this’.” In healthcare, corporate, and real estate, attorneys did however describe an “availability system to track current workload,” which associates fill out to indicate whether they need more work or are “maxed-out.”
"You don't just sit and work as a cog in the machine."
Those in the specialized healthcare group described the work in general terms as “primarily regulatory in nature with a real emphasis on assisting,” which involves “a lot of transactional work assisting any mergers or acquisitions with hospitals.” Although healthcare associates “more or less take a back seat” to the corporate lawyers who drive the transactions, those dedicated to healthcare handle all the regulatory aspects, "from deal structure to regulatory filing requirements.” Another junior added that working with other groups is the norm: “We’re brought in for finance and corporate deals, since we’re specialized.” Day-to-day, this translates into “everything from high level regulatory review to on-the-ground licensure aspects; making sure a client has all the licenses they need.”
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Over in the corporate group, the main body of work is divided into “probably about 70% M&A and 30% securities work,” with the M&A side usually having a “healthcare spin given our client base of the big hospital management companies.” Associates reported “a lot of drafting; everything from an asset purchase agreement to letters regarding consignment assents,” as well as a fair amount of due diligence review.
Litigators described a lot of responsibility: “You don’t just sit and work as a cog in the machine,” with tasks such as drafting motions to dismiss and summary judgments, and preparing witnesses for depositions. One second-year also described “working on thinking of alternative dispute resolution measures to get a case with a construction group back at the mediation table,” adding that, “I’m doing major cases but in steps that I’m comfortable with.”
Training & Development
There is a three-day orientation for associates when they first join Waller, which covers aspects such as “billing software, how to track hours, and information about HR.” After this, practice area-specific training depends on the group. Litigation attorneys have a more informal, learn-on-the-job approach, while corporate associates described a series of introductory ‘lunch n’ learns’ involving “presentations from partners in various practice groups, covering aspects which we might use in our work.” In the healthcare group, “the practice leader has set up a monthly training session with a different partner over a different issue, rule or regulation.” This was well-received by healthcare associates, as “our area is so specialized, and there’s a lot of little rules; when you’re presented with an issue sometimes you have to polish up on it.”
"If you're doing a good job it's more tacit approval and you'll get more work."
New starters are assigned a mentor or ‘navigator’ as Waller calls them, who were described as being “very honest about breaking down firm politics; it’s a very off-the-record, helpful relationship.” All associates have an annual and mid-year review, and while some felt that more frequent feedback would be useful, others told us that “if you solicit feedback you’re going to get it.” Another junior considered that “if you’re doing a good job it’s more tacit approval and you’ll get more work. Feedback tends to be for negative work, positive feedback comes at the review.”
Although 90% of the firm’s attorneys are based Nashville, an associate in the Memphis office assured us, “I don't feel cut off. There are times when as much as 80% of my work will be coming out of Nashville; they’re always looking for help.” Another Nashville attorney noted, “I’m working on transactions with lawyers in Memphis and Birmingham office, and on a regulatory issue with people in Austin.”
"All the partners and associates have floor-to-ceiling windows."
While some in Nashville felt that their building is “a little 80s” in style, litigators described their personal offices as “awesome. All the partners and associates have floor-to-ceiling windows looking out over Nashville.” Over in Memphis, where “the majority of us are corporate and securities attorneys,” with a particular focus on the areas of life sciences, biotechnology, medical devices and emerging technologies, the brand new office was completed in 2014, and “attorneys love it; people that visit from other offices seem pretty jealous!”
Our interviewees didn’t feel as though the firm’s growth has had an impact on its culture - Waller is still “chilled and down to earth.” One junior added, “there’s not a feeling of competitiveness with associates in my group or other groups. I was in a partner’s office the other day and another partner came in to brainstorm an issue, and suddenly there’s four or five partners working together - it’s very collaborative.” Approachable partners are part of this team-spirit: “there’s not a hard line in the sand that separates a partner from an associate,” and although “there are obviously some folks who are more senior who you show a certain amount of deference to, everyone else is pretty open and happy to talk to you.”
"There's not a hard line in the sand that separates a partner from an associate."
The firm organizes a lot of social events: there’s a lunch with the chairman for new associates, and “all new attorneys work together to plan the Christmas party, which is great because you get to know a bunch of people early on." One litigator told us that “tomorrow night we’re going to a TAP dinner at one of our old partner’s houses,” and there is a yearly, firm-wide retreat at a casino golf resort.
Nonetheless, the firm’s reputation within the region means hard work is a given. “Even though Waller is likely one of the better places to practice law in the Southeast in terms of culture and work-life balance, it’s still the practice of law, so it does wear on you regardless.” And as one healthcare associate pointed out, “I regularly work with big firms like Ropes & Grey and Kirkland & Ellis, and we’re billing the same hours.”
Hours & Compensation
Associates are expected to bill 1,800 hours to be bonus eligible, and the amounts are discretionary (based on hours and other contributions). Associates generally felt that “the bonus reflects all-round achievement, and billables are 98% of that.” Some of our sources mentioned that billing over this target may see a bonus increase, although “there aren’t set tiers – it depends on your group.” Most of our sources across practice areas felt that 1,800 was an achievable goal, and reported working around ten to 12 hours a day, as well as a few hours some weekends.
"Our board gave us a firm-wide 5% bump in salary."
Generally interviewees were happy with their basic salary; one Memphis associate highlighted that “compared to other Memphis firms that have a Nashville or regional presence it’s among the highest.” In Nashville, compensation levels have been disrupted of late. We were told that Nashville-based Bass Berry & Sens recently raised their basic salary by around 10%. “Our board responded to that very quickly, and gave us a firmwide 5% bump in salary,” which came into place in January 2016. The starting salary is now $115,000, up from $110,000. There was certainly a sense from all of our interviewees that Waller is “committed to giving the biggest bonus and having the highest-compensated associates” in its markets.
Juniors in Nashville receive emails every fortnight from the pro bono coordinator. The work itself includes some immigration cases and lease disputes, with one litigator mentioning “a social security appeal for a client’s son.” Another associate reported that “we just set up an order for protection partnership with the Legal Aid Society. Any time a case comes up it’s assigned to a different team and it rotates so you do about one a month.”
"It's considered in your evaluation as a good thing."
Those outside the Nashville office didn't feel as though they had “had any opportunities presented,” to do pro bono, while some in healthcare felt that the “nature of our work is so different to the nature of pro bono cases.” The lack of enthusiasm we sensed could also be explained by the fact that pro bono hours don’t count toward billables, although “it’s considered in your evaluation as a good thing.”
Pro bono hours
While the majority of our associates did feel that there is “room for improvement” in the level of diversity at the firm, most agreed that “it’s something that we're working towards.” Waller has a diversity committee as well as a women’s law council which is “in the process identifying areas of growth and different ways to expand.” And as one second-year pointed out, “even if your committee doesn’t come up with anything groundbreaking, being involved and getting to know people is important.”
According to associates, a proactive attitude is important because “There is more of a ‘sink or swim’ mentality here, and you’re often expected to figure things out on your own.” Chairman Matt Burnstein reiterates this point, noting that "a person is likely to thrive at Waller if he or she knows or can figure out what it takes to get a job done efficiently, in the absence of a set of definitive instructions."
"You're often expected to figure things out on your own."
Others felt that the firm's commitment to its associates’ career development means Waller is “looking for longevity and ties to the community if possible, making sure we're not just a stopover to the next gig.” As Matt Burnstein adds, "this environment of lifelong ties to the firm and good feelings toward us is a tremendous asset to developing young lawyers."
Strategy & Future
Do associates see a future with the firm? Most were very positive on this front: “It feels like once you’ve started here, you’re here," no doubt helped by the fact that the firm is “very transparent about making partner.” Waller's director of recruiting, Bobby Weiss, tells us that the firm makes a point of offering significant feedback and training programs, which help "let associates know where they need to be," and "ensure that the young attorneys will continue advancing at the pace they want and are expected to advance for partnership considerations."
"Very transparent about making partner."
Others were less certain of a long-term career with the firm, however, particularly in the healthcare group, where “a fair amount of people leave for other job opportunities, since healthcare work has a lot of mobility.” But you won't be discouraged from moving on if you so choose – in fact quite the opposite. Bobby Weiss describes Waller as having an "open-door policy" which "allows people to go out and expand their skill set, then come back to the firm into leadership roles." Many leavers go in-house, he says, and those who return come back with "great institutional knowledge."
Interview with Matt Burnstein, Waller's chairman
Chambers Associate: Hi Matt, what would you like to flag up as Waller's highlights over the past year?
Matt Burnstein: I think that you can point to our substantial growth firm-wide, particularly in a few key areas, as evidence of our great clientele and business climate. First, early in 2015, the firm recruited a team of seven patent lawyers including a name partner from a very well-known patent and IP boutique in Tennessee. That has given us enormous expertise that benefits clients in a range of industries and disciplines. Second, also in the first half of 2015, we were joined by a very high-profile litigator and his team handling significant litigation matters, principally in the areas of healthcare and government investigations, and environmental litigation. Couple that with solid performance from our practices across the board, and we're poised for an excellent 2015 and beyond.
CA: So what's the broad plan for Waller over the next couple of years?
MB: Our strategic plan is relatively simple in its focus on a handful of key industries in which we want to enhance our significant reputation. Before I identify those, I'll say we're a full-service firm of over 220 lawyers with capabilities across pretty much every discipline. That said, we've chosen a handful of industries in which to be deep and broad, where in particular the clientele expects that from its law firm. The first and foremost of those is the healthcare industry; we have been central to healthcare for the past 40 years. Second, financial services. Our work here ranges from the representation of banks and other lenders to significant bankruptcy and distressed asset matters. I could point to our work in both Jefferson County, Alabama and Detroit, Michigan municipal bankruptcies as examples. Third, retail and hospitality is important, particularly in this region, and deep benches in real estate and labor and employment in particular mean we're well-suited for a presence in that industry. Finally, technology and advanced manufacturing is an industry of focus. Our efforts in that area are bolstered by the new patent and technology group, but we are also long-time leaders in relocation incentives and economic development in Tennessee, and there's a lot of that going on at the moment.
CA: Has anything been going on outside the firm that has had an impact on Waller's practice areas over the past year?
MB: There are always changes in the models for delivering and paying for healthcare in this country, and being at the centre of that industry has meant so much to us. I'll add that evolution in the banking industry and the increased availability of credit available to growing companies has positively affected our financial services practice.
CA: Any plans for geographical expansion?
MB: We have no specific plans to expand geographically. We are always looking for opportunities, but only where it furthers the strategic goals I've outlined, namely in particular industries. But like every firm, we act opportunistically.
CA: We heard that the basic salary was recently increased by some firms in Nashville, and Waller has followed suit. Could you expand on this?
MB: We have a long-standing commitment to attracting and retaining the best talent available, and one component of that is offering market-leading compensation. I will note that our incentive compensation, namely the annual bonus, is an important part of the total mix of the compensation that is available to associates, and we are comfortable with and embrace that philosophy. Bonuses at Waller are not lockstep, they are not formulaic, they attempt to accurately reflect the overall contributions made to the life of the firm, both economic and otherwise. The across-the-board 5% increase in basic salary at Waller is one feature of the partnership's recent actions to recognize our attorneys' contributions. Another is the firm’s re-commitment – and I used that word because nothing has really changed – to using bonuses to make sure that our high-performing associates enjoy market-leading compensation.
CA: What type of person really thrives at Waller?
MB: A person is likely to thrive at Waller if he or she knows or can figure out what it takes to get a job done efficiently, and in a way that satisfies the client's business objectives in the absence of a manual or set of definitive instructions. Ties to the community are also an important aspect in two ways. First is the obvious way of being engaged in the community at Waller, which refers to being involved with colleagues as friends – and not just at the annual picnic! But the second and more interesting thing is that Waller is a training ground for literally dozens if not hundreds of qualified, accomplished, in-house lawyers and business people all the way to the CEO of a Fortune 500 company, and innumerable general counsels of the most successful healthcare companies in the country. That network, this environment of lifelong ties to the firm and good feelings toward us is a tremendous asset to developing young lawyers and competing in the market.
CA: Finally then, any words of advice for students as they enter the legal profession?
MB: I would say that having a career as a lawyer in private practice can be extremely satisfying, but you have to want to be successful, and you have to want to enjoy it. And most importantly, nothing happens in one or two years – it’s a long road. But that's true for anything you want to be good at!
Chambers Associate: Let's start off with what you're looking for in a candidate.
Bobby Weiss: We're looking for people that are seriously devoted to growing our practice at the most sophisticated levels in the markets and industries that we are in. Our most successful candidates would be intellectually curious, have a real fire in their belly to work on very sophisticated matters, and want to continue to improve their skill set and grow along with the firm and our clients.
The people that really succeed and progress at Waller are those that are able to 'work hard and play hard' as the old line goes. The culture is fairly irreverent here; it doesn't take itself too seriously outside of our commitment to client service. Even though we're doing significant work on both the national and international level, we want to hire and retain people that are enjoy socializing and networking both internally and externally. To allow that to happen, we make sure our attorneys are able to spend time out of the office, whether that's by working remotely from home, or whether it's by just getting the job done and leaving the office. I'm not saying this is a lifestyle firm; it is a firm that understands the value of having a work-life balance.
CA: Some juniors mentioned to us that ties to the community in Nashville are important, as Waller is looking to retain associates. Would you agree with this?
BW: Yes and no. About a decade ago when I first started working with firms in Nashville, clients were only seriously interested in candidates that have a tie here. Now I would say that Nashville is a much more transient city, due in part to the sheer rate of job growth and new opportunities that are bringing corporate America and fantastic job opportunities to Middle Tennessee – that has been at a fever pitch over the past couple of years. People are wanting to move here from all over, from New York, Chicago, DC, Atlanta; people who want to work on complex matters at a similar level to firms in larger markets, while owning a home and being part of a vibrant city's growth. People want to be here because they're attracted to the healthcare, hospitality, music and education industries, so we've changed how we consider each applicant's reasons for exploring a geographic move. You need to have a good reason to want to be here or for changing jobs, but we're looking at that more holistically now.
CA: What can students do now, in their 1L and 2L summers, to increase their chances of impressing you in their applications and at interview?
BW: Of course academic excellence is always important, but we try to look at the whole picture. We want people who are academically-driven, well-rounded individuals with interests that they pursue and a track record of success. These characteristics are apparent through internships and atypical clerkships – such as working in the development arm of a company, consulting or sales functions – really anything that has helped them gain skills in the business or legal side of whatever is it they're interested in.
CA: How can someone really stand out as a summer associate?
MB: We want people who are devoted to their own development; we tell the summer associates every year that nobody is going to be as invested in the growth of their career than they are themselves, though the firm is obviously very much focused on helping them along the way. We help to integrate people and make introductions, but we want people to take control and pursue work and professional relationships that are of interest to them.
To bolster this endeavor, our summer program is very different to most other large firms and the classic summer internship. We break our six-week summer program into two three-week sections, giving the students an opportunity to work closely with different practice areas. Within those three-week sections, we have two phases. The first phase, which takes up about 50% of the time, consists of breaking down formerly live matters that each practice group has worked on, such as a litigation, financing, bankruptcy or a merger – anything of that nature. We take these live matters and boil them down and reconstitute them into a module that takes the juniors through all the aspects of the assignment from start to finish. This means they can see what juniors, mid-level associates and partners are responsible for throughout the course of any matter. We made these changes to our summer program because we want students to come in with their eyes wide open. As an associate they obviously won't get to work on partner matters, but we want them to understand what it takes to progress to the highest levels of any given practice. They need to know that there's research and related assignments that, while maybe not the sexiest work, are necessary to help refine the skills that will help them advance to more challenging responsibilities.
For the remaining 50% of the program, summers can draw live matters from our job bank which provides exposure to matters across all of our eight practice areas. Students are also encouraged to solicit work from any partners that they are interested in working with or on matters in industries or for particular clients that are most attractive to each individual. Students are exposed to a diversity of matters that they may not have access to in a more traditional summer.
Waller does not rely solely on our summer program for entry-level students, because we strive to make our summer program as indicative of our culture as possible. Waller is a very collaborative firm, and to foster that cooperative approach with each class, we are very conservative in our hiring from the summer program. If we determine that eight permanent offers will be available at the end of our summer program, than we aim to hire eight individuals for the summer. If, for whatever reason, someone doesn’t get an offer or doesn’t accept our offers, we don’t have a problem going into the lateral market to address our hiring needs. Many firms will hire 20 students for eight full-time positions, but we don’t want people coming in and fighting over a small number of opportunities; we want students to come in and foster relationships with those that will likely be their peers and colleagues throughout their career. It would be very difficult to adopt that collaborative approach without coming in and knowing we have these positions available for each of them – we don’t want the summers to be overly-competitive with each other.
CA: What is the firm doing to promote diversity in recruitment?
BW: We work with many different clients and have various affiliations across the country, as well universities and diversity-oriented organizations – sources who are on the ground – to identify top young diverse students and laterals. At Waller, we are talking about all walks of diversity, from the standard race, color, creed and sexual orientation to diversity of thought, background, and education. We look to bring those individuals into the firm, and give them many outlets to learn from our diverse partners that have climbed the ranks, and see what enabled them to be successful.
We assign mentors across the firm to work closely with those individuals to give them many opportunities to find the people that they interact with the best, and that can really help advance their careers; interacting with people that they can see themselves working with. Promoting diversity is always work in progress, there is no endgame and no statistical success that will allow us to rest on our laurels; we take a different approach each year for each candidate, whether for diversity's sake or just generally speaking. We have a diversity committee that's extremely representative of the firm as whole, which is led by our chairman, Matt Burnstein, and is comprised of people from all different practice groups and all different walks of diversity. Having our chairman so intimately involved in this important effort helps to ensure that it remains so.
CA: More generally, what would you say the firm offers that is unique?
BW: Immediate client access to associates at all levels, and significant feedback and training programs that are in place to ensure that young attorneys are operating at the level of skill indicative of their class level. This ensures that the young attorneys will continue advancing at the pace they want and are expected to advance for partnership considerations. Waller has two different evaluations during the year, so attorneys aren't blindsided if they aren't performing to the levels expected of them, and they know if their skills aren’t at the level they need to be. We put programs in place to let associates know where they need to be; this open-door policy and constant feedback is vital to young attorneys.
CA: Is this part of a wider strategy to make home-grown partners?
BW: Absolutely. While the lateral market is of course very active across the world right now, nothing is as important to us as maintaining home-grown attorneys. We believe that the retention of our lawyers in the long-term is the only way to integrate the firm's culture. Due to Nashville’s prominence in the health space, there is a revolving door of associates leaving to work with other clients, but they're always welcome and encouraged to come back. We've benefited from that open-door policy, as it allows people to go out and expand their skill set, then come back to the firm in leadership roles. Further to that point, we have a very active alumni network, and we continue to promote alumni events and networking opportunities to everyone at the firm. This is not only to continue advancing the culture of our firm and keep people integrated with clients, but also to provide resources for our existing attorneys to draw upon.
Nashville City Center,
511 Union Street,
- Head Office: Nashville, TN
- Number of domestic offices: 4
- Number of international offices: 0
- Partners (US): 116
- Associates (US): 107
- Summer Salary 2016
- 2Ls: $1,800/week
- 1Ls hired? Yes
- Split summers offered? Yes
- Can summers spend time in overseas office? N/A
- Summers 2016: 9
- Offers/acceptances 2015: 7 offers, 5 acceptances
Main areas of work
Waller is a full-service general practice firm that advises clients across a spectrum of industries including healthcare, financial services, retail, hospitality, automotive, manufacturing, technology, media and entertainment, real estate, telecommunications and utilities. The firm prides itself on providing creative, cost-effective legal services and solutions to our clients, and providing advice and counsel in core legal areas such as corporate, M&A, litigation and dispute resolution, commercial finance, securities, bankruptcy and restructuring, environmental, intellectual property, real estate, tax, regulatory compliance, government investigations and government relations.
• Number of 1st year associates: 7
• Number of 2nd year associates: 9
• Associate salaries: 1st year: $115,000
• Clerking policy: Yes
Summer associate profile:
Waller recruits students who are diverse in thought, background and education, especially those with strong ties to the four Southeastern cities in which we are located. Individuals who have a track record of academic excellence and are motivated to learn and be integrated in a collegial environment will excel at Waller.
Summer program components:
Waller has continued to build on the successes of its groundbreaking Schola2Juris fall apprenticeship by transitioning the program to a summer associate experience. The firm’s summer program still maintains the mentoring and teaching aspects of the fall apprenticeship in which students worked on hypothetical projects developed from actual transactions or matters that the firm has recently handled. With summer associates now in-house for the six-week program, students are afforded the opportunity to work on two different matters in distinct practice groups over the course of the internship. Waller attorneys guide the students through the hypothetical projects with the oversight of three mentors: a junior associate, mid- or senior-level associate and a partner. The hypothetical projects comprise for approximately half of program’s workload, and students also have the opportunity to engage in live, time-sensitive matters in the remaining six practice groups not covered by their hypothetical projects. While working to create a more “practice ready” first-year attorney, Waller’s summer program provides every student more ample working experience to determine which practice group would provide the best fit after graduation.