John Hartigan is sometimes called the "lawyer's lawyer" for his extensive experience, his prodigious work habits and his position as managing partner and member of the governing board of Morgan, Lewis & Bockius, the nation's fourth-largest law firm.

Other securities industry lawyers even judges are known to seek Hartigan's counsel.

"Recently, I was arguing a fine point of securities law before a federal judge on the East Coast," said Brian McCarthy, himself an experienced securities lawyer with Skadden Arps Slate Meagher & Flom in downtown Los Angeles. "And the judge looked at me, and said, 'You know, we ought to run this by John Hartigan.' "

After graduating from Georgetown University law school, Hartigan in 1975 joined the Securities and Exchange Commission, eventually becoming the assistant director in its enforcement division.

He joined Morgan, Lewis & Bockius in 1984. In addition to running the L.A. office, Hartigan is chairman of the broker-dealer subcommittee of the Los Angeles County Bar Association, among many other professional affiliations.

Question: Why practice securities law from Los Angeles, and not New York or Washington, where Morgan, Lewis & Bockius also has major offices?

Answer: From a professional standpoint, Los Angeles back (in 1984) was emerging as the financial capital of the West Coast, and a gateway to the Pacific Rim. Morgan Lewis & Bockius had been here for seven years, and I was looking to establish a very proactive securities practice here. It was a unique opportunity.

I remember a Herb Caen column (in the San Francisco Chronicle) back then that (Los Angeles-based) Security Pacific had just acquired (San Francisco-based) Crocker, and that San Francisco was dying as a financial center.

Additionally, my wife was a fourth or fifth generation Californian her ancestors founded the town of Whittier and so we wanted to be here, and not New York.

Washington D.C. is a superb office, but more involved in regulatory issues, and I wanted to be involved with business, and clients.

Q. What is a heavy area of work for you now?

A. Mergers and acquisitions. We are seeing a lot of general corporate counseling, but there has been a tremendous resurgence of M & A; work. In particular, you have banks looking at acquiring broker-dealers (securities firms), banks that want to buy mutual funds, and they need advice on compliance with a whole panoply of duties and obligations, and regulatory matters.

Q. What area of securities law do you expect to heat up next? Where will we see the enforcement actions?

A. The (stock) market has been hitting historical highs, and more people than ever are putting their dollars into equity markets. A bullish market tends to mask investment decisions that might otherwise be poor ones.

As a result, if there is ever a major correction ... you will see an awful lot of people who will complain. Many will sue institutions.

Q. On another subject, is anybody looking to buy Jefferies & Co. Inc., the securities brokerage?

A. As you know, we do some legal work for Jefferies (and cannot talk about a possible sale). But I really haven't heard anything.

Q. At age 39, you were tapped to implement a compliance program at Drexel Burnham Lambert, the now-defunct brokerage built by Michael Milken. Why?

A. I had spent eight and a half years at the SEC, becoming assistant director of the enforcement division. And at Morgan Lewis & Bockius, we have a reputation as a premier firm in securities and corporate finance. As a result, I was seen as somebody who had been on both sides of the fence.

We were chosen to do a top-to-bottom review of compliance procedures, and develop a new compliance manual. But Drexel declared bankruptcy (in 1990) before we could finish the process.

Q. You are a managing partner and member of the governing board, and so obviously involved in the running of Morgan, Lewis & Bockius. You also practice law. How do you split up your time?

A. Well, my wife will tell you I spend 110 percent of my time practicing law, and another 30 percent to 40 percent managing the office.

Q. How many hours a week do you work?

A. Oh, about 60 to 75 hours.

Q. I believe that 75 hours a week works out to more than 12 hours a day, for a six-day week.

A. Well, some weeks I work 60.

Q. How many hours a night do you sleep?

A. I sleep in whatever time is left over. Maybe four to six hours. But every once in a while, I sleep a little more to catch up. Generally, the adrenaline keeps me going during the day.

Q. Do you have time for reading?

A. I read suspense novels, such as Tom Clancy or Frederick Forsyth, and I read the Los Angeles Times, the Wall Street Journal and the Santa Monica Outlook.

Q. In the last 10 to 15 years, we've seen a lot more active boards of directors of publicly held corporations. Outside directors, in particular, seem to be regarding their duties more seriously. It would seem this might generate work for you.

A. Yes. With many companies, we are seeing a careful and responsible approach (on the part of outside directors), and a move to non-executive chairmen. Many board committees are now chaired by outside directors, and such directors, appropriately, often seek independent counsel and outside advice.

Indeed, as a simple matter of corporate law, when directors have sought outside counsel, then their use of the "business judgment" rule (as a defense against lawsuits) can withstand most challenges.

Q. You have extensive regulatory experience, but also a reputation as a transactions lawyer...

A. Yes, this is one of our strengths. We often have clients that come to us with difficulties in a highly regulated environment, where they are looking to us to negotiate through a regulatory maze, as well as provide deal representation.

Q. Locally, a lot seems to be going on for your firm. You are moving to new offices, and this is your 25th year in Los Angeles.

A. And, next March will mark the 125th anniversary of the firm. We are moving to Cal Plaza (in downtown Los Angeles), and we'll be taking space enough for 125 lawyers, with options on more space if we need it. We are now at 85 to 90 lawyers here. About 20 to 25 lawyers now specialize in securities work, and that practice has been very heavy.

John F. Hartigan

Company: Morgan, Lewis & Bockius

Position: Managing partner, board of governors member

Born: Abington, Pa., June 16, 1950

Education: University of Illinois, B.S. in finance, and J.D. from Georgetown University.

Hobbies: Golf, going to beach in Oceanside

Personal: Married, three children

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