Richard Thrapp has made his mark in the area of corporate law, participating in the rewrite of Indiana’s Business Corporation Law and serving on the drafting committees for the 1991 Indiana Nonprofit Corporation Act and the 1994 Indiana Business Flexibility Act. As a result of his work, he was appointed to the Indiana Business Law Survey Commission, for which he has served as chair since 2006. In one of the high points of his career, Rich was the lead transaction counsel on the $1.9 billion acquisition by Citizens Energy Group and CWA Authority of the city of Indianapolis water and wastewater systems. Rich is active in his community, serving on the boards of Conner Prairie Museum, the Indianapolis Zoological Society, the Indianapolis Cultural Trail Inc., and the Oakwood Foundation.
What’s been the biggest change in the practice of law since you began?
The biggest change is watching certain areas of the overall practice become commoditized. It seems that every year more and more businesses are using RFPs to choose their lawyer and to keep costs down. This is a hard environment to build long-term trusted relationships. Being a good technical lawyer no longer is enough to assure the prospects of a successful practice. You also need to understand sales, marketing and project management. You also need to be prepared to reinvent yourself and prove yourself over and over again to maintain, let alone grow, your practice.
Why did you become a lawyer?
Practicing law is somewhat of a family vocation. My grandfather graduated from Valparaiso Law School in 1912. My father joined him in the practice in 1961. He had been called up during the Berlin Crisis and missed the bar exam, but when he returned, the Board of Law Examiners admitted him by waiver in recognition of service to his country. My wife is a lawyer, and my oldest daughter will graduate this spring from IU Maurer School of Law in Bloomington and will practice in Chicago with Jones Day. When I was growing up, my father was the Noble County prosecutor. I spent quite a bit of time in the Noble County courthouse over the years. I was let free to roam when I was a kid, and later worked there in the summers, interned with Judge Robert Probst in college, and clerked with Thrapp & Thrapp after my first year of law school. It just seemed like the natural course to follow into the profession.
What was the most memorable job you had prior to becoming an attorney?
I drove dump trucks and painted fire hydrants for the Kendallville Water Department. I loved that job.
What’s something you wish you could tell your younger self?
Two things come to mind. First, I would tell myself to not overthink an issue and follow my instincts. When the thought process toward reaching a conclusion or position begins to run in circles, put it aside and you’ll have a fresh perspective on it the next day. The second thing would be to embrace the use of technology more fully and not to fight new ways of doing things. I actually am enjoying the quest toward a paperless office and wish I had started on that journey much sooner than I did.
What excites you about your practice?
Despite segmentation of the business practice, I enjoy being somewhat of a throwback to the general practitioner days. I like the challenge of putting complex deals together and find that being a throwback actually is helpful, as many of these deals require a broad working knowledge of a variety of intertwining business issues. Once issues are spotted, I enjoy working with someone focusing in that area as part of a team to address and resolve those challenges. Also, 32 years of experience brings with it the ability to read situations and people to best minimize conflict and negotiate solutions that help clients build value. It is very rewarding professionally to be able to help business owners or executives who are in conflict with third parties, whether suppliers, customers, investors or others, overcome their differences and get a deal done.
What’s something about you not many people know?
I was on a flight to New York LaGuardia the morning of 9/11 for a meeting in Manhattan with an Italian businessman to negotiate an acquisition. We were supposed to land right around the time the Twin Towers were hit and were diverted to Logan in Boston. I suppose it could have just as likely been our plane. When we finally arrived in Boston, it was essentially martial law there and only then were we told what had happened.
How has business law changed since you started?
When I started practicing, business law was a fairly large practice area that encompassed most everything that was not litigation, labor, real estate or municipal finance. As an associate, I routinely worked on projects in the probate or tax areas, as well as securities, general corporate, mergers and acquisitions, and tax-exempt organizations. Today, the business practice has been further segmented into a variety of subfields, including venture capital, private equity transactions and fund formations, M&A, general corporate, business organizations, securities, public company representation, governance and compliance, closely held companies, succession planning, business owner disputes, etc. Probate and tax are no longer considered part of a “business practice.” It used to be a common goal or measure of success for an entrepreneur to take his or her company public. Today, while many entrepreneurs still dream of taking a company public, it is much more common for a client to target growth of the business to such a level that it can be sold to a private equity fund or to a strategic buyer.
What civic cause is the most important to you?
Let me answer this question by first suggesting that the civic cause most important to me is less relevant than the civic cause most important to our community. And in that regard, I whole-heartedly support the approach Ann Murtlow and her team at United Way of Central Indiana are advocating in prioritizing the needs of our community, which they have identified as education, financial stability, health and basic needs (such as food, clothing, shelter and access to social services). This is so helpful in providing guidance to the philanthropic community in identifying where fundamental contributions of time, talent and funds would be most helpful. From there we are blessed with an amazing arts and culture community that also make central Indiana a great place to live and work. And in this arena, I am personally both intrigued and inspired by organizations and leaders that have made “transformative” changes. Among those are the tremendous inroads in improvement in public health championed by Eskenazi Health (and Sidney and Lois Eskenazi); the enormous impact of the Indianapolis Cultural Trail (a legacy of Gene and Marilyn Glick) in making downtown vibrant while getting people outside and active; and the extraordinary foresight of Mike Crowther and his board and team at the Indianapolis Zoo in refocusing its mission to be a world leader in animal conservation. As a history buff, I am similarly impressed with the success Conner Prairie Museum has had in providing a unique setting for children (and adults) to learn history through first-hand experience and to get out from behind a screen and enjoy the great outdoors in the process.
What do you learn whenever you take on a mentoring role?
I am sure I get more out of the mentoring role then those being mentored. I am constantly amazed at the creativity, innovation and enthusiasm that my younger colleagues have for practice of law and for helping others. I also get to see things I have familiarity with through a different lens, which often brings forth aspects I have missed or underappreciated.
What will the legal profession look like in 15 years?
New and innovative technologies will undoubtedly change the practice, and likely will level the playing field from the standpoint of the cost and accuracy of research and access to factual data, and in terms of responding to discovery requests. Think instant replay. The same will likely be the case with respect to document preparation and assembly, use of forms, checklists, etc. Protection against risk may migrate from agreements covering the waterfront to insurance companies. That process already is underway with representation and warranty insurance in many M&A deals. Clients will demand cost-effective means of accomplishing these tasks, and lawyers will either learn to provide them cost effectively or cede them to low-cost providers. Project management will be indispensable. At the same time, it is almost a certainty that we will continue to have federal and state legislatures adopting more laws and agencies enacting more rules and regulations, adding complexity in the process. So it would seem the need for interpretation, advocacy, mediation and other dispute resolution skills would continue and even expand. In the business practice, among other higher-level talents, negotiation skills and assessment and skill in allocation of risks will likely continue to be in demand. As a result, we may see tasks and roles bifurcated — and maybe some redefinition of what is and what is not the practice of law. In any event, skilled advocacy will remain uniquely valued and clients will continue to value and seek out those with the requisite talent and skill to achieve their strategic goals.
What do you like the most about being an attorney?
I continue to enjoy the intellectual challenge and the ability to collaborate with talented clients and colleagues, debate with worthy opponents, and advance worthwhile causes.
What do you like least?
Timekeeping and billing. I know these are absolutely essential for a financially successful practice, but I must say over the years it is the aspect of the practice that I like the least.
Is there a case that you’ve handled that stands out?
One transaction that stands out in my mind was the incredible opportunity to serve as lead transaction counsel for Citizens Energy Group in connection with its acquisition of the city of Indianapolis water and wastewater systems. Not only was this a large transaction from a financial perspective, but it involved coordinating dozens if not hundreds of different tasks and issues and the opportunity to work with teams of bright and energetic professionals all striving toward the same objective. This included working with counsel for the selling parties who I respected a great deal and shared a sense of accomplishment when the transaction was completed.