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Leadership in Law 2014: James A. Strain

Partner, Taft Stettinius & Hollister LLP, Indianapolis • Indiana University Maurer School of Law, 1969

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15col-Strain.jpg James A. Strain (IL photo/Eric Learned)

James A. Strain is a seasoned attorney who cut his teeth on the takeover wars in Indiana in the mid 1970s and 1980s. As a result of this experience, he became one of the architects of the Indiana Business Corporation Law. As the senior active business lawyer in the firm, Jim is a constant resource for young attorneys on corporate and securities law. He served as president of the Historical Society of the Southern District of Indiana from 2003 to 2012 and is active with many arts organizations in Indianapolis. When he’s not practicing law, you may be able to find Jim behind the camera or a piano.

What was the worst or most memorable job you had prior to becoming an attorney?

My most memorable non-legal job (not the worst) was being a janitor at Indiana University during my college years. I was assigned to the law school, as my brother had been before me. One of my tasks was to clean the law school on Sunday mornings, and I would encounter Val Nolan Jr., my first real mentor. Val would invariably break the brand new Xerox machine and seek me out to fix it for him. He was my introduction to the law and the reason I became a lawyer.

Some jobs are obviously memorable. Clerking for a justice of the United States Supreme Court, for example, is an experience not to be missed if offered. There is not a day that goes by without my thinking about some aspect of my year with Justice Rehnquist.

What’s been the biggest change in the overall practice of law you’ve seen since you began?

When I began, lawyering was very clearly a profession. Client service, pride in producing a good product, and comradeship were all expressed as important parts of the law firm experience. Today, the emphasis is much more on the business of lawyering. Client service is still important, but only because it produces more business. A good product is not as important as results. And, if we are lucky, comradeship still shows up, but it is not emphasized in the same way.

You’re an artistic guy: you sing and are a photographer. What do you enjoy most about these creative outlets?

And play the piano! These outlets provide me a way to use a different part of my brain on a regular basis. This is not to say that one cannot be creative in the use of the law, of course. And maybe participating in the arts helps me in thinking creatively in the law. I doubt, however, that it works the other way around.

And speaking of singing, you’re a part of The Torts, who sing parodies of commercial jingles. What is your favorite parody you’ve performed so far?

Most of our parody songs are hits from the past – the way past. We have one young lawyer who can do a mean interpretation of Frankie Valli. Another imitates Bruce Springsteen. My personal favorite was one where I was the soloist (natch). We did a parody of the Sandpipers hit, “Come Saturday Morning.” I think it was for Nancy Irsay’s party barn that she would let community groups use or would otherwise rent for events. She was one of the sponsors of the IRT Radio Show that year so she got a jingle.

If you couldn’t be a lawyer, what would you do for a living?

If I had had sufficient talent, I would have loved to have been a jazz pianist. When I took piano performance at IU’s Music School, it was obvious that many very talented pianists could never earn a living performing. Today, when I see performers like Tom Lauderdale (of Pink Martini) or Gary Walters (local jazz pianist extraordinaire), I wonder whether I could have done that.

Why do you practice in the area of law that you do?

This one is easy. When I was a pup at Cahill Gordon, I was spending about half of my time in corporate (mainly corporate securities) and the other half in litigation. Then, when I came to Barnes Hickam Pantzer & Boyd (the predecessor to Barnes & Thornburg) following my clerkship, I maintained that same approximate split, with the litigation side being in appellate litigation primarily. I was then lucky enough to hire someone who was smarter than I was as an appellate litigator, Stan Fickle, and gave that up to be full-time corporate/securities. Because of my being able to cross over, I was well-suited for the takeover wars, however, working there most often with Jim McDermott (another mentor). And even in later years, when I was fully corporate/securities, I still had to, or got to (depending on one’s point of view), stand up in courts and make legal arguments.

What’s something you’ve learned over the years that you wish you could go back in time and tell your younger self?

Don’t sweat the small stuff and its corollary, everything is small stuff. This important lesson was impressed upon me by another of my mentors, Dick Deer, when we were both partners at Barnes & Thornburg.

What are some tips for achieving a work/life balance?

See above. In the 1970s and 80s, we had a number of hostile takeovers in this state. One Sunday morning, as I was heading off to the office at 6:30 a.m. to work on one of those fights, my then 2-year-old son appeared and grabbed me around the legs (all he could reach). He said, “Don’t go, Daddy.” While I did not stay home that day, I also never forgot it. Gradually, with time and with his little voice ringing in my ears, I went less and less.

What’s something about you not many people know?

Most folks do not know that I am a wizard with a Big Green Egg (a kind of charcoal grill). Like making a morning cappuccino, fussing with the Big Green Egg is just the kind of nerdy activity that I love and my spouse hates.

How has the law in business and finance changed since you started?

Several big changes have occurred during my career. First, the simplification/combination of the disclosure regimes of the federal securities laws has changed mightily the way we practice and the uses for outside lawyers. Most compliance/disclosure law has become a commodity. Second, the advent of complex financing devices now in common use, e.g., all manner of derivatives, has made a new kind of specialist in the business and finance area, and moved more and more of that very specialized business to the money centers, principally New York. Third, the penchant that the Delaware courts have had for announcing new and different corporate governance standards, seemingly weekly (a trend that is unlikely to stop with Chief Justice (Leo) Strine’s ascendance) has led to heightened awareness on the part of public company directors that they are no longer in an “old boys club.” And fourth, the passage of the Sarbanes-Oxley Act of 2002 and the Dodd-Frank Act have focused directors even more acutely to the financial aspects of managing corporations. Indeed, the most sought after kind of public company director today seems to be a retired accounting firm partner who can chair the audit committee.

Who is your favorite fictional lawyer?

Rusty Sabich in Scott Turow’s “Presumed Innocent.” Obviously, I could not approve of everything he did, but he was a fascinating character in a chilling tale.

What class do you wish you could have skipped in law school?

Agency. It wasn’t that the subject matter was bad, but the professor was teaching his very first course, and he was not suited to the task. He had come from a big Chicago law firm and after one year went back to that same big law firm. Now that I think about it, I mostly did skip Agency.

Why do you think people often have negative stereotypes about lawyers?

It’s interesting. Like politicians, people have negative stereotypes about lawyers in general, but also in general like THEIR lawyer. In most instances, the general public has no reason ever to encounter a lawyer. When they do, however, usually it is not because anything good is happening to them. Perhaps someone was in an auto accident and some lawyer accuses him or her of being a malingerer. Whatever the occasion is for John Q. Public to encounter a lawyer, more often than not it is not for anything happy.

Is there a moment in your career you wish you could do over? Care to share?

Yes. No (might be a breach of ethics).

What civic cause is the most important to you?

Wow! Historically, (wife) Cheryl and I have been most interested in arts and education. For me that has principally meant the Indiana Repertory Theatre and the Indianapolis Symphony Orchestra. Cheryl has been most interested in Arts for Learning (Young Audiences), the International Violin Competition of Indianapolis and Dance Kaleidoscope. But there are so many good causes that are worthy of support that it is hard to narrow down the answer to the one that has been “most” important. And what is “most” important changes. For example, last year when we had the unfortunate mess with the ISO, it was “most” important to me that Indianapolis not lose the ISO.

We hear a lot about civility. Have you noticed a change in how attorneys treat each other since you began practicing?

Oh my goodness, yes. Over the years, this has been a focus of the 7th Circuit Bar Association (of which I was president in 1995-96). In the early years of my practice, even when we were engaged in hostile takeover wars, it seemed that opposing lawyers were still civil to each other and another lawyer’s word was his or her bond. Today it is much different. In some instances, not all, it is client driven. One would hope that the courts could exert more control over the process to lessen the amount of incivility, but often they think their hands are tied by the idea that they must give everyone his or her day in court.


 

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  1. I have been on this program while on parole from 2011-2013. No person should be forced mentally to share private details of their personal life with total strangers. Also giving permission for a mental therapist to report to your parole agent that your not participating in group therapy because you don't have the financial mean to be in the group therapy. I was personally singled out and sent back three times for not having money and also sent back within the six month when you aren't to be sent according to state law. I will work to het this INSOMM's removed from this state. I also had twelve or thirteen parole agents with a fifteen month period. Thanks for your time.

  2. Our nation produces very few jurists of the caliber of Justice DOUGLAS and his peers these days. Here is that great civil libertarian, who recognized government as both a blessing and, when corrupted by ideological interests, a curse: "Once the investigator has only the conscience of government as a guide, the conscience can become ‘ravenous,’ as Cromwell, bent on destroying Thomas More, said in Bolt, A Man For All Seasons (1960), p. 120. The First Amendment mirrors many episodes where men, harried and harassed by government, sought refuge in their conscience, as these lines of Thomas More show: ‘MORE: And when we stand before God, and you are sent to Paradise for doing according to your conscience, *575 and I am damned for not doing according to mine, will you come with me, for fellowship? ‘CRANMER: So those of us whose names are there are damned, Sir Thomas? ‘MORE: I don't know, Your Grace. I have no window to look into another man's conscience. I condemn no one. ‘CRANMER: Then the matter is capable of question? ‘MORE: Certainly. ‘CRANMER: But that you owe obedience to your King is not capable of question. So weigh a doubt against a certainty—and sign. ‘MORE: Some men think the Earth is round, others think it flat; it is a matter capable of question. But if it is flat, will the King's command make it round? And if it is round, will the King's command flatten it? No, I will not sign.’ Id., pp. 132—133. DOUGLAS THEN WROTE: Where government is the Big Brother,11 privacy gives way to surveillance. **909 But our commitment is otherwise. *576 By the First Amendment we have staked our security on freedom to promote a multiplicity of ideas, to associate at will with kindred spirits, and to defy governmental intrusion into these precincts" Gibson v. Florida Legislative Investigation Comm., 372 U.S. 539, 574-76, 83 S. Ct. 889, 908-09, 9 L. Ed. 2d 929 (1963) Mr. Justice DOUGLAS, concurring. I write: Happy Memorial Day to all -- God please bless our fallen who lived and died to preserve constitutional governance in our wonderful series of Republics. And God open the eyes of those government officials who denounce the constitutions of these Republics by arbitrary actions arising out capricious motives.

  3. From back in the day before secularism got a stranglehold on Hoosier jurists comes this great excerpt via Indiana federal court judge Allan Sharp, dedicated to those many Indiana government attorneys (with whom I have dealt) who count the law as a mere tool, an optional tool that is not to be used when political correctness compels a more acceptable result than merely following the path that the law directs: ALLEN SHARP, District Judge. I. In a scene following a visit by Henry VIII to the home of Sir Thomas More, playwriter Robert Bolt puts the following words into the mouths of his characters: Margaret: Father, that man's bad. MORE: There is no law against that. ROPER: There is! God's law! MORE: Then God can arrest him. ROPER: Sophistication upon sophistication! MORE: No, sheer simplicity. The law, Roper, the law. I know what's legal not what's right. And I'll stick to what's legal. ROPER: Then you set man's law above God's! MORE: No, far below; but let me draw your attention to a fact I'm not God. The currents and eddies of right and wrong, which you find such plain sailing, I can't navigate. I'm no voyager. But in the thickets of law, oh, there I'm a forester. I doubt if there's a man alive who could follow me there, thank God... ALICE: (Exasperated, pointing after Rich) While you talk, he's gone! MORE: And go he should, if he was the Devil himself, until he broke the law! ROPER: So now you'd give the Devil benefit of law! MORE: Yes. What would you do? Cut a great road through the law to get after the Devil? ROPER: I'd cut down every law in England to do that! MORE: (Roused and excited) Oh? (Advances on Roper) And when the last law was down, and the Devil turned round on you where would you hide, Roper, the laws being flat? (He leaves *1257 him) This country's planted thick with laws from coast to coast man's laws, not God's and if you cut them down and you're just the man to do it d'you really think you would stand upright in the winds that would blow then? (Quietly) Yes, I'd give the Devil benefit of law, for my own safety's sake. ROPER: I have long suspected this; this is the golden calf; the law's your god. MORE: (Wearily) Oh, Roper, you're a fool, God's my god... (Rather bitterly) But I find him rather too (Very bitterly) subtle... I don't know where he is nor what he wants. ROPER: My God wants service, to the end and unremitting; nothing else! MORE: (Dryly) Are you sure that's God! He sounds like Moloch. But indeed it may be God And whoever hunts for me, Roper, God or Devil, will find me hiding in the thickets of the law! And I'll hide my daughter with me! Not hoist her up the mainmast of your seagoing principles! They put about too nimbly! (Exit More. They all look after him). Pgs. 65-67, A MAN FOR ALL SEASONS A Play in Two Acts, Robert Bolt, Random House, New York, 1960. Linley E. Pearson, Atty. Gen. of Indiana, Indianapolis, for defendants. Childs v. Duckworth, 509 F. Supp. 1254, 1256 (N.D. Ind. 1981) aff'd, 705 F.2d 915 (7th Cir. 1983)

  4. "Meanwhile small- and mid-size firms are getting squeezed and likely will not survive unless they become a boutique firm." I've been a business attorney in small, and now mid-size firm for over 30 years, and for over 30 years legal consultants have been preaching this exact same mantra of impending doom for small and mid-sized firms -- verbatim. This claim apparently helps them gin up merger opportunities from smaller firms who become convinced that they need to become larger overnight. The claim that large corporations are interested in cost-saving and efficiency has likewise been preached for decades, and is likewise bunk. If large corporations had any real interest in saving money they wouldn't use large law firms whose rates are substantially higher than those of high-quality mid-sized firms.

  5. The family is the foundation of all human government. That is the Grand Design. Modern governments throw off this Design and make bureaucratic war against the family, as does Hollywood and cultural elitists such as third wave feminists. Since WWII we have been on a ship of fools that way, with both the elite and government and their social engineering hacks relentlessly attacking the very foundation of social order. And their success? See it in the streets of Fergusson, on the food stamp doles (mostly broken families)and in the above article. Reject the Grand Design for true social function, enter the Glorious State to manage social dysfunction. Our Brave New World will be a prison camp, and we will welcome it as the only way to manage given the anarchy without it.

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