By: Dan Miller
Harrisburg’s oldest law firm didn’t end when it quietly merged with another firm in February, much like the railroads it had served since 1871.
“We’re just changing – it’s an evolution,” Benjamin Dunlap, former managing partner of Nauman Smith, said of the firm merging with Cohen Seglias.
All Nauman Smith attorneys and staff successfully migrated from the firm’s office on North 3rd Street literally a few doors down to the small Harrisburg office of Cohen Seglias.
Not a single client was lost – including those railroads which had been a bedrock of the Nauman Smith practice for nearly 153 years.
“We have stuck with them throughout all those changes, and they are with us,” Dunlap said.
While timed to the Jan. 31 retirement of senior partner Spencer G. Nauman, Jr. – who had been with the firm more than 62 years – the merger had been in the works for years. The merger coming to fruition offered Nauman convenient time to step down, Dunlap said.
The instigator in all this would have to be Steven M. Williams, managing partner of Cohen Seglias.
Cohen Seglias and Nauman Smith
Williams has had his eye on merging with Nauman Smith since shortly after joining the Harrisburg Cohen Seglias office in 2007.
“When I joined Cohen Seglias, my charge in essence was not only to run the Harrisburg office but to build it,” said Williams. “I immediately started looking for potential opportunities. Nauman Smith was one of the firms that I identified very early as being a good candidate for a number of reasons.”
For starters, Nauman Smith’s railroad clients would build up the extensive construction and infrastructure work Cohen Seglias was already doing.
Another practice area attractive to Cohen Seglias was the expertise Nauman Smith had in the fields of Freedom of Information and Right to Know law.
Cohen Seglias frequently deals with cases requiring the firm obtain records from public entities and governments through Right to Know requests.
Relationships usually matter. This was no exception.
Dunlap and Williams knew each other from law school. Williams had gotten to know all the attorneys at Nauman Smith over the years, through cases and involvement in bar association activities and events.
Cohen Seglias is based in Philadelphia, but Nauman Smith’s small size and family-oriented culture were key in Williams’ mind to the firm being a good fit toward building the Harrisburg office.
“We weren’t looking to become a 30-person office in Harrisburg. We were looking to build slowly and strategically,” Williams said.
Over the years, Williams had focused not on other firms but on speaking with individual attorneys who might be interested in moving to Cohen Seglias. Because of all its attributes, Nauman Smith was the only firm Williams approached with any seriousness regarding a merger.
He bided his time, hoping someday the stars would align just right.
“I was persistent, yes,” Williams said of courting Nauman Smith. “I wasn’t willing to give up on the possibility until they sat back and at some point said to me, ‘don’t ever ask us again.’”
A piece of Harrisburg history
Besides the practice areas and chemistry, Nauman Smith offered an intangible no other firm in Harrisburg could match – the name recognition from a legacy, reputation and cache forged over a past dating nearly to the Civil War.
The Nauman Smith merger “gives us an opportunity to get our name out into the market better,” Williams said. “That’s been one of our struggles.”
“The Harrisburg market is a small market and we’re a Philadelphia-based firm,” he added. “Having Nauman Smith as part of the team now gives us the ability with their legacy and with their reputation to continue the effort of getting the Cohen Seglias name out and known even better.”
For its part, Nauman Smith began looking at succession planning a few years back. Besides Spencer Nauman, two other attorneys with the firm were planning retirement within the next few years at the time, Dunlap said.
Nauman Smith had two options going forward – staying independent or merging. In either case the preparation was the same – the firm would need to be strong.
The case for a merger
A big factor in favor of merging was that as a small firm, it was becoming more challenging for Nauman Smith to meet demands of its larger clients.
For example, whenever a client wanted e-discovery Nauman Smith had to contract with an outside information technology vendor to provide the service.
Cohen Seglias on the other hand, as a medium-sized firm with 90 lawyers throughout its offices, had its own in-house IT department which was more cost effective.
Joining Cohen Seglias would also increase the geographical reach of the Nauman Smith partners, who were licensed to practice only in Pennsylvania.
Attorneys with Cohen Seglias are licensed throughout Pennsylvania as well as in New Jersey, New York, Delaware and a few other states.
One of Dunlap’s non-railroad national clients would periodically call to ask if he could handle a matter in New York.
“We couldn’t because we weren’t licensed there” and the client would end up contracting with another firm. “Now we can,” Dunlap said.
CSX Transportation in Jacksonville, FL, had been a Nauman Smith client nearly 25 years. That relationship continues – not always the case when a merger occurs, said Sean M. Craig, assistant general counsel with CSX.
Mergers can result in attorneys going elsewhere, leading to conflict of interest and ethical and administrative issues that can terminate the relationship with the client, Craig said.
“We didn’t have any of that here. It actually seems to be going quite smoothly,” Craig said.
Dunlap does “quite a bit of work” for CSX, with he and Craig typically having 10 to 15 different matters open at any one time.
Additionally, CSX can now tap the expertise of a Cohen Seglias managing partner who is a pre-eminent construction attorney.
“That’s an area we previously didn’t use Nauman Smith for,” Craig said. This new expertise became available “overnight” thanks to CSX’s long ties with Dunlap.
Reprinted with permission from the May 2, 2024 edition of “Central Penn Business Journal” © 2024 BridgeTower Media. All rights reserved. Further duplication without permission is prohibited.