The Legal Elite.

• Author: Kinney, David

BUSINESS NORTH CAROLINA has long been long on lists. Since the magazine was launched 20 years ago, they have been a staple of its editoria fare. The Top 75, our ranking of public companies based in the state, made its appearance in the eight issue as the Top 30-the current title itself reflecting the growth of Tar Heel business. The North Carolina 100 list of largest private companies dates to 1984. Ranking and listings of every sort followed, some becoming perennials, some sprouting only once or sporadically.

But the ranking that appears on the pages that follow is unlike any that preceded it. Most have been based on objective data, such as financial performance or other measures. When our goal has been more subjective--such as picking the "best," whether it's small companies or the most-influential business figures of the 20th century -- we've relied whim) of our editors or outside judges.

The members of the Legal Elite, on the other hand, were elected by their peers. Our experiment in democracy began by buying a list of practitioners in 10 business-related specialties from the North Carolina Bar Association. We mailed ballots to more than 6,000 lawyers across the state and asked them to vote for whom they thought was the best practioner in earth field.

They were not allowed to vote for themselves. They could vote for members of their firms-but only if they also voted for someone outside their firms in those specialties. To counter bloc voting by the big firms, votes cast for outsiders were weighted heavier than those for insiders, And lawyers who didn't get any votes from outside their firms didn't get any votes from outside their firms didn't make the Legal Elite, no matter how many they received from their partners and associates.

Did that weigh against the megafirms and place their legions of lawyers at a disadvantage? From their representation among the top vote getters constituting the list at wouldn't appear so. Besides, this was an election, not a scientific survey. If you find it flawed, I've got two words for your.

Electoral college

BUSINESS LAW/CORPORATE COUNSEL

On June 12, Russell Robinson opened a yellow legal pad at his desk on the 19th floor of a Charlotte office tower and began drafting a memo to his friends in the legislature. He was in a hurry. His client, First Union, wanted to merge with Wachovia, but a hostile bid from SunTrust Bank threatened the deal. SunTrust aimed to sidestep Wachovia's board and make its case directly to shareholders via a special meeting. To enable it to call the meeting, the Atlanta bank was trying to get shareholders to amend Wachovia's bylaws at its annual meeting.

Robinson's problem: The gambit was perfectly legal. So he proposed a 15-word amendment to state law governing the rules for calling corporate meetings. What really mattered were two words he wanted deleted: "or bylaws." Without them, SunTrust couldn't get its meeting.

On June 13, he faxed his memo to a handful of lawmakers, including Senate President Pro Tem Marc Basnight and House Speaker Jim Black. Then he got in his Buick and raced to Raleigh to hand deliver it to others. Introduced that same day, the measure passed both houses and was signed into the law by the governor by the end of the next week, slamming the door on SunTrust.

"I just called up the leaders in the House and Senate and said, 'I need to come down there and explain it to you.' It could be painted as some sinister, insider thing," he admits. "It wasn't that at all. It was totally, completely in the open." Whatever it was, it worked.

"How do you have that kind of power to sway the North Carolina legislature?" asks Tony Plath, banking professor at UNC Charlotte. "It would have been interesting to see what would have happened if Robinson was working for SunTrust."

As executives in North Carolina have known for decades, it pays to have Robinson on your side. His peers voted him the state's best business lawyer and its best corporate counsel -- the only lawyer to top two specialities in the Legal Elite. When it comes to business law in this state, you can't avoid him. He wrote the book: Robinson on North Carolina Corporation Law. "I'd be a lousy architect," he says. "But I'm an architect in another way -- with words and rational abstract relationships. What you do as a business lawyer is, you build these structures -- these relationships -- and when they get under tension, you try to work it out."

Many of his biggest clients are based in Charlotte, the city where, except for prep school and college, he has spent his life -- Duke Energy, National Gypsum, Cato and Faison & Associates. They hire him not just for his command of Tar Heel business law but because he has the cunning, connections and competitiveness to apply it -- and sometimes change it -- to advance a client's interests. Despite his low-key demeanor, he possesses a fierce will to win.

In SunTrust vs. Wachovia, lobbying the legislature was just part of his legal strategy. As SunTrust tried to force the special shareholder meeting, it also filed suit in state and federal courts in Atlanta to block the merger. But he beat the bank to court, suing it in Mecklenburg County Superior Court one day before SunTrust filed in Atlanta. Courts like to consolidate cases and usually defer to the state where the first case is filed. "We anticipated that somebody might make a hostile move," Robinson says, "and if they did, we would have a battle on whether it would be fought here. We had all the briefs written, and we were ready to go." The cases were consolidated in the N.C. Business Court in Greensboro, created in the mid-'90s by a commission of which Robinson was a member.

A legal genius? "If he's not, he's real close," says Robert Griffin, managing partner of Robinson's firm. But Robinson's value to clients isn't just his brain -- it's his ability to get deals done. "He is great at doing the framework, the outline, and then getting it down to the handshake part," says Frank Daniels Jr. of Raleigh, who used him to help negotiate the sale of his family's News and Observer Publishing Co. to Sacramento, Calif.-based McClatchy Newspapers for $373 million in 1995. Robinson doesn't equivocate in that lawyerly way that often annoys executives. "In my case, what he said was, 'I think you've got a fair deal.'"

He's not without his quirks. He stumbles over mundane details in his personal life. And an inability to remember peoples' names afflicts him even at work. He can map out a corporate takeover strategy, then get lost driving across his hometown to deliver it. Just about anybody who knows him has a story of his absent-mindedness. One friend tells how Robinson forgot where he had parked his car in an airport lot. He repeatedly pressed a button on his remote-control key, hoping to set off the horn and lights, to no avail. Returning the next day to resume the hunt, he found the car with its trunk open. He had been pushing the trunk release.

Robinson knew early on he wanted to be a lawyer. His father, two uncles, both grandfathers and an older brother all were. He grew up privileged, attending Woodberry Forest prep school in Virginia with a group of boys who would become some of the most influential men in North Carolina, including Daniels; Bill Lee, former CEO of what was then Duke Power; and C.D. Spangler Jr., a billionaire investor and former president of the UNC system. He enrolled in Princeton University but switched to Duke University for a program that allowed third-year undergrads to go straight into law school. Students who took their first two years at Duke received a bachelor's degree after their third year. Because Robinson had transferred, he didn't qualify and never got a bachelor's degree.

Back then, he wanted to be a litigator like his father. But Jack Latty, a professor who helped draft an overhaul of the state corporate laws and later became dean of Duke's law school, led him to business law. Graduating in 1956, Robinson joined Lassiter, Moore & Van Allen, which, with a dozen lawyers, was Charlotte's largest law firm. But he and Latty kept in touch. Latty invited him to teach at a law seminar. And when a publisher asked Latty to write a reference book on the new business laws, he begged off and suggested his former student. The book, published in 1964, took Robinson five years to finish. Along the way, he launched Robinson Bradshaw.

A landmark case for him came in 1983 in a dispute that went to the state Supreme Court. Brothers Michael and Ira Meiselman were battling over the Charlotte-based Eastern Federal movie-theater chain. Robinson's client, Michael, had been forced out by Ira. He still had a stake in the company, but his brother refused to buy him out. North Carolina law provided for buyouts of minority shareholders -- even if it required the company's dissolution. But the courts had been reluctant to apply such a draconian remedy. The key was showing it was "reasonably necessary" for Ira to buy Michael out. "That's a lot to prove, but Michael was being excluded from his inheritance," Robinson says. The case became an oftcited precedent.

Robinson divides his time these days between his firm, updating his book, now in its sixth edition, and civic service. In 1987, he was named to the board of the $2.86 billion Duke Endowment, which doles out grants in the Carolinas. He was elected its chairman in July. He is also general counsel for the Morehead Foundation. He keeps fit by playing tennis, jogging three to five miles as many as four times a week and by hiking in the mountains with old friends, including Spangler.

But what he says thrills him most is representing major corporate clients in complex legal matters -- what he calls "being part of the game." At 69, he intends to continue being a player for a long time to come.

Irwin Speizer

Russell M. Robinson II

Robinson, Bradshaw & Hinson, Charlotte

Born: March 13, 1932...