It’s never too late for a second act. Gregory Varallo, an attorney with Richards, Layton & Finger for nearly four decades, has made a late-career leap into a new firm. His three-year term as president of RLF, which is Delaware’s largest law firm, ended June 30. Now he’s taking over the Wilmington office of investor-side securities litigation firm Bernstein Litowitz Berger & Grossmann. The firm has worked extensively in Delaware in the past but is now building up that presence through a local office. We talked with Varallo about adjusting to the new job, the changes he’s seen in the legal landscape, and what led him to try something new.
After 36 years at Richards, Layton & Finger, what inspired you to switch firms now?
I was privileged to spend my entire legal career at RLF. The day that I started there, mine was the 33rd name on the letterhead. When I completed my three-year term as president of the firm on June 30 of this year, we had more than 170 lawyers at the firm, including many practicing in areas that didn’t even exist in 1983. Although I was incredibly proud of what RLF had grown to be, I came to believe that when my term as managing partner was over, there was very little new for me to do there. When Max Berger and Mark Lebovitch presented the opportunity to try something new, I was enthusiastic.
Did the decision stem at all from a desire to remain in a leadership position?
The answer to the question as put is no, but that itself is not the whole answer. For sure, leading any organization as complex and dynamic as RLF for three years is more than enough for anyone. However, I wasn’t ready to retire and relished the challenge of building something new on the foundations that Max and Mark and their partners had laid.
What kind of challenges do you anticipate in the transition, from adjusting to a new company culture to working with a new team?
Very few. I had worked with this team as a constructive adversary in the past and gotten to know a number of the members of the firm’s leadership. What I learned was that they did great work and were individuals of the highest integrity. Of course, there will be challenges in finding the very best staff for the new office and stepping into the new role.
On both a personal and professional level, what has been different so far about working for BLB&G?
Without taking anything away from my former firm, I have been excited by the nimble and entrepreneurial spirit which pervades the new firm from top to bottom.
From your perspective, what brought BLB&G to Delaware?
BLB&G has been actively invested in helping to develop the law of Delaware for more than a decade. Indeed, Mark and his partners have been directly involved in a number of groundbreaking cases, including ones where I was on the other side. Given the firm’s long involvement here and ability to more broadly serve their investor clients, it made sense for them to look at a more direct commitment to the Delaware legal community.
What expertise or personal touch do you hope to bring to your new role?
I honestly don’t think that there is anything about my approach to practice which is radically different than the approach that my new colleagues have pursued since 1983, when Bernstein Litowitz was founded. That said, I have a number of “pet peeves” about how things operate that were developed while I was on the other side of the bar and hope that I can bring at least a few perspectives to the process which are helpful to the firm.
Name one major change in the Delaware legal industry that has taken place since you first started.
One of the changes that I am most proud of is my small role in helping to move the dialogue around fiduciary duties solely from the world of self-interest to expand to incorporate the idea of “bad faith,” a body of law which has developed significantly since my team and I took the lead role through multiple trials on the plaintiff’s side in the Emerald Partners v. Berlin case in the early 1990s. Before then, the idea that a director who did not personally benefit from a transaction might be liable for conduct that nevertheless harms the company and its stockholders was not even conceivable. I think it is important for the Delaware judiciary to have the tools to look under the proverbial hood when they see fiduciary conduct that does not seem right, and that case played an important role in helping coax forward the law with respect to “bad faith.”