On April 28, I woke to the dreadful news that Dennis Belcher had died unexpectedly the day before. His enormous personal presence and professional accomplishments are well known, and he was deeply important to a lot of people. Over the years, Dennis was my supervisor, mentor, teacher, colleague, partner, protector, advocate, debate opponent, father-figure, co-defendant (a long story and a treasured memory from one of our fights against a scoundrel), a Bessemer Trust board member, and a friend, but I always referred to him simply as “Boss.” Dennis had strong feelings about the practice of law that he relayed to the young lawyers who worked for him in meaningful and colorful ways. When you worked for him, you worked hard and you learned.
From surveying former McGuireWoods colleagues in the days after his death, I learned that we often received the same lessons—albeit delivered with varying degrees of intensity. His lessons to me were delivered with little subtlety. Regardless, those lessons are among my most treasured possessions and are directly responsible for my own career. Of the losses to our profession from his death, sharpest to me is that Dennis will not train any more young lawyers. Rather than list his achievements or tell stories, the best way for me to honor my mentor is to attempt to preserve the lessons that shaped my professional life. I won’t resist telling a few stories along the way—but I’m guessing that would be just fine with the Boss.
Dennis was known for his excellent judgment, and he valued this in others. His guidance to me when I was interviewing associate applicants was to focus on judgment and character—“You can teach anyone the law, but you can’t teach good judgment.” He also looked for something beyond the typical law school credentials in his associates, as reflected in his style of interviewing. For example, there were interviews that ended with a hiring but that focused exclusively on the candidate’s family farm or another candidate’s work in national parks. He could be blunt in interviews, but he believed that good relationships were founded on clear expectations. I wasn’t interviewed and hired by Dennis. I started my career working for his partner, Birch Douglass, but Dennis needed a replacement when his long-time associate Laura Pomeroy was preparing for an absence. Laura recommended that Dennis borrow me from Birch, and Dennis asked what he needed to know about me. Laura replied that I was pretty arrogant but otherwise okay. Dennis replied: “That’s okay, I can beat arrogance out of him.” And with that the change in my assignment was made. Thanks, Laura!
Mentorship and Training
Dennis often remarked that all people have an obligation to “reach down and pull up the people below them.” He took seriously the mentoring of his associates, which he would (through a wry smile) call the “cycle of associate abuse.” The work was always complex, interesting, and abundant. Dennis referred to this as “drinking out of a firehose” or “like digging sand,” but then almost always followed with, “That’s the right problem to have.” He regularly checked in to ask if I felt I was getting enough of the right kind of work.
Working for Dennis meant being trusted with first chair responsibility for matters early in your career and being expected to take ownership of those matters and their successful completion. The file would usually show up on your desk with a simple sticky note attached—Pls handle. Thx. Dennis. This meant that he should be consulted only when necessary and only with high level questions—and you never asked him to teach you the law. In my first week working for him, I knocked on his door and asked him what some tax rule was, to which he responded (after moving his glasses up onto the top of his head)—“Dana, that’s really something. I’ve been working here 25 years and you just busted me in rank and made me your research assistant. But since you interrupted me to do your work for you, you stand there while I do it.” I made that mistake only once.
It’s a Service Business
I often heard the reminder that the practice of law is a personal service business. Dennis’s guidance for maintaining good relationships with clients was simple: (1) return phone calls (and e-mails) promptly and (2) be satisfied to be paid your hourly rate for doing interesting work.
The Great Communicator
Whether talking with clients, colleagues, CLE audiences, opposing counsel, courts, Attorneys General, IRS agents, or Congress, Dennis was an expert communicator, and he understood the importance of communication in a trusts and estates practice. He was particularly skilled at presenting complex matters in accessible ways, lacing them with funny sayings or stories. Early in my time as an associate he took the time to determine whether I was an auditory or visual learner and then laughed at the fact that someone with a music degree was actually a visual learner. From that point forward, when he was assigning a new matter to me, he would sketch flowcharts as he reviewed the facts.
Dennis was not reluctant to recommend complex planning techniques to clients but only if he was confident the client understood the risks and administrative requirements of the transaction. This was how you avoided “making the client’s problems your problems.” His clients never had what he called a one-handed lawyer, because they would often hear him say, “On the other hand . . . .” He also placed great weight on communications between fiduciaries and beneficiaries; the number one rule for being a fiduciary was to “disclose, disclose, disclose.” With both clients and beneficiaries he used communication to avoid shocks. “Beneficiaries and clients can handle disappointment, but they can’t handle surprise.”
Think Before You Write
Dennis loved to tell the story about his first secretary, who would indulge him in only one round of editing and retyping of his handwritten drafts. He valued thinking before writing, high-quality first drafts, efficient use of the client’s money, and careful use of language, often saying that “clients don’t pay our hourly rates so you can push commas around.” He could be very direct and at times harsh in conveying his expectations about precision with language to young lawyers early in their careers, telling one, while holding up the draft, “Sloppy lawyers do this,” and another, to “Go home and tell your wife you had a typo in your first project.” On my first project, I was told I had done a poor job and should do it again. Sloppy writing, it was clear to him, reflected sloppy thinking, which he would not indulge. One time, a draft trust was returned to my desk with the words, “Burn the words ‘then living’ into your brain,” scrawled in large red letters across the top of the first page. I had mistakenly used “survives me” in the draft. Later, as the work day was winding down and the phones stopped ringing, Dennis opened the desk drawer where he kept a small collection of papers from his career and pulled out a draft trust he had written for Tom Word when Dennis was a young associate. Across the top, Mr. Word had written, “Burn the words ‘then living’ into your brain.”
Substance over Style
Dennis cared strongly about the quality and accuracy of our work, but I can’t recall Dennis ever being interested in talking about the style in which his work was presented. He certainly had disdain for poor quality estate planning documents that were packaged in expensive and ornate leather binders, and he was occasionally hired to correct the mistakes that were later discovered within those fancy wrappers. The first document I drafted for him was a simple hearing notice. When it was ready for his signature, I tapped on his almost-always-open door and asked whether he wanted it printed on regular or heavy paper. After moving his glasses down on his nose, he responded with this: “Dana, this is a large law firm and there are senior partners, junior partners, senior associates, junior associates, legal assistants, secretaries, and administrative staff. And there are senior partner decisions, junior partner decisions, senior associate decisions, junior associate decisions, legal assistant decisions, secretarial decisions, and administrative staff decisions. And I don’t give a damn what you print it on.”
Read the Document
The first three things you did when handling a trust matter were to (1) read the document, (2) read the document again, and finally (3) read the document. The words that the settlor used mattered, and practical solutions that violated the plain terms of the document weren’t on the table. Neither was a casual reading of the document. You had to read carefully. Early in my career Dennis handed me a trust and asked me a question about apportionment of receipts. I gave the trust a casual read and then launched into research. About an hour later, I confidently strode into his office and offered my answer. Dennis asked if I had read the document. The document is silent, I replied, and the answer was found in the state principal and income act. Dennis simply replied: “Go read the document again.” I repeated my erroneous shallow reading, then pulled articles on the subject. A few hours later, I went back to his office and repeated my earlier answer, this time bolstered with citations to scholarly articles. Dennis’s response was again simple: “Go read the document again.” Not yet getting the point, I quickly glanced at the document, then read treatises on the subject, and found more support for my earlier answer. Now feeling annoyed and confused but still overly confident, and with treatise support, I returned to the Boss’s office. “Go read the document again.” By this time, it was late and dark, I made a cup of coffee and sat down with the trust and read it slowly and carefully. And there it was—the settlor had actually addressed the issue expressly, but I couldn’t see it until I had learned the area of law and knew what to look for. I sent Dennis a short e-mail with the citation to the trust instrument provision that answered the question, to which Dennis simply replied, “Thanks.” He never said another word about my folly. The lesson had been learned. Read the document. Got it, Boss.
Dealing with Mistakes
Whether speaking at a seminar or in the office, Dennis rarely used the word “mistake.” Rather, he would say, “You’re in the soup,” or “It’s time to call your carrier.” In practice, he had an elegant and reassuring way of dealing with associate mistakes, first saying, “That doesn’t make my top 10 for the week,” to get you to calm down so that you could have a rational discussion. First and foremost was making a complete and timely disclosure to the client—so that you didn’t “let one mistake become two”—and then working out options to present to the client. He would take ownership over associate mistakes and never threw his people under the bus, and you always knew he had your back. Once the mistake was dealt with and behind you, he didn’t dwell on it and didn’t believe in trying to “drive down the road while looking out the rear window.”
Hard Work Is Its Own Virtue
The absolute happiest I ever saw Dennis in his professional life was on the days when he was in the office and doing client work. He loved to draft and would often move me out of my own chair to sit at my desk and collaborate on complex drafting. Those moments, with Dennis sitting at my desk typing while I stood over his shoulder editing as he went, are among my favorite. Dennis enjoyed challenging work and was not sympathetic to complaints about it. He had seemingly limitless ways to shut down complaining and get everyone back to the task at hand—favorites were “Welcome to the NFL,” “Pedal faster,” “Tomorrow we pick up the pace,” “Another day in the salt mine,” or “It’s all inside work and there’s no heavy lifting.” He would acknowledge the real fatigue felt from hard stretches despite relative youth by saying, “It’s not the years, it’s the miles.” On the rare occasion when he caught himself complaining, he’d say to himself, “Quit your whining and get back to work,” and quickly return to his office.
Building and Defining a Career
I was encouraged to focus on developing my skill as an attorney, rather than worrying about keeping my job, and Dennis reminded me often that the only things you have of your own are your skills and your professional reputation. He encouraged me to write articles and give speeches and to be an active member of bar organizations (when I was a younger lawyer the RPTE Section specifically). When I would worry about the pressure of trying to fit these things on top of the firm’s billable hour requirements, the monetary cost, and the inevitable and appropriate frustration of my wife with my work hours, he would encourage a longer view and remind me that, unless I invested in myself in both time (which he acknowledged I didn’t have) and money (which he acknowledged was difficult to spend), I wouldn’t have the type of skills and professional profile that would afford me the chance to build a career of my own choosing and on my own terms. Dennis asked me to visualize the career I wanted and counseled that, if I spoke and wrote about the type of work I wanted, the work would eventually come. His advice on public speaking was simple—“Speak loud and speak slow” (or occasionally, because of my natural quick speaking cadence, “Try not to talk like a Yankee”).
Finally, he said, “You don’t define your career by the work you do; you define your career by the work you turn away.” I watched Dennis turn away profitable work for lots of reasons. Sometimes he felt the matter would be better handled by a smaller firm and didn’t need big-firm firepower. He didn’t like to attack other lawyers, he could tell when a prospective client was lying to him, and he refused to bring meritless claims. In all the time I worked for him, I never had a problem looking in the mirror.
You Have an Obligation to the Profession
It’s not surprising that Dennis, who gave many seminar speeches and served as both ACTEC president and RPTE Section Chair, would hold a deep commitment to serving the bar. Early in my career he explained to me my debt to the profession. “Because you work in an ivory tower, you will have credibility you didn’t earn and work on complex and significant matters you didn’t bring in. You’re going to learn a lot doing that work, and you owe it to less fortunate lawyers to share what you’ve learned.” He lived this lesson by tireless example, and I have never forgotten it.
The Business of Law
Dennis could occasionally remark on the business side of the law. He encouraged tolerance and patience with the demands of law firm life by quipping, “Half of success at a law firm is just standing in line,” and by referring to the high volume of work as “necessary to keep the lights on” or “grist for the mill.” He observed at times that it can be difficult for young lawyers to accept that the best clients “don’t always go to the best lawyers” and the best lawyers “don’t make the most money.”
Integrity and Authenticity
Although he would occasionally talk about integrity (“Keep your back straight”) and the virtues of doing things the right way, this lesson was taught much more often by deed rather than by word. Short-term thinking and temporary solutions were disfavored (“Keep your eye on the ball”). When settling disputes, Dennis preferred the harder work of crafting a complete solution rather than an expedient partial settlement that left wounds open and prolonged the fighting for the benefit primarily of the lawyers and not the family. “If you’re going to go through hell, go through hell once.” Bad behavior by others would not be returned in kind. Dennis preferred the high road—“Don’t roll in the mud with a pig because the pig likes it.” He didn’t like pettiness and petty squabbles in litigation and would encourage being “generous with small things.” He was sensitive to, and careful about, conflicts of interest. He wouldn’t sue another lawyer and was careful about trial tactics that would embarrass opposing counsel: “It’s best not to get between a man and his job.” I was cautioned about authenticity in my dealings with other counsel: “You can be successful as a lawyer acting like a jerk, but it has to be real and you have to be a real jerk. If you’re just pretending to be a jerk, opposing counsel will smell it and walk all over you.”
Respect for, and Candor about, the Judiciary
As a young lawyer, Dennis was mentored by Virginia Supreme Court Justice Thomas Gordon Jr., and he held the Virginia judiciary in high regard. I can’t recall him ever bad-mouthing a judge, even when he would occasionally receive an unfavorable ruling. When he did receive a favorable ruling, he joked that he had “snatched another victory from the jaws of justice.” He taught patience with the judicial system and its limitations. On one occasion, seeing my disappointment in how one case was working through the courts without delivering the justice I sought fast enough, Dennis sat me down and said, “I’m sorry you’re dealing with this. One of the hardest lessons for a young lawyer to learn is that there are bad people that do bad things and sometimes they will get away with it.”
Client-Focused Tax Planning
Dennis was a skilled, creative, and practical tax planning lawyer and frequent lecturer, most notably chairing the Heckerling Institute current developments panel for many years. He valued good planning and had a lot of colorful ways of talking about estate planning, but he never lost his perspective on what he was doing. “Remember, it’s only money and it’s somebody else’s.” He was comfortable with complexity (“Where there’s a lack of clarity there’s opportunity”), but only if it fit the client’s situation and the client could understand it fully. He didn’t like planning that the client would not be able or willing to administer correctly and didn’t like to “put people in a boat who can’t row.” He was wary of aggressive planning that was driven by the lawyer’s skills or ego rather than by the client’s needs (“Pigs get fat and hogs get slaughtered”) and equally disdainful of lawyers who were rigid and gave every client the same plan (“When all you have is a hammer, everyone’s a nail”). He said, “Relying on being the uncaught, rather than the caught, is not usually a viable planning strategy,” and—on pushing the envelope in planning and drawing IRS scrutiny—“You don’t want to be the slowest wildebeest in the herd.”
The Enduring Role of the Trusts and Estates Attorney
Tongue firmly planted in cheek, Dennis would say that tax planning was a bad use of resources—“but we’re not the ones creating the problem”—and refer to some fiduciary litigation matters as luxury-priced group therapy for wealthy families. He joked that attorneys “identify problems you didn’t know you had and solve them in a way you don’t understand.” But there is little doubt about his love for the practice of law, belief in the value of good lawyering, and deep understanding of the relevance of the trusts and estates attorney. I arrived as a first-year associate in the fall of 2001, my wife, Amy, pregnant with our first child, and Congress having just repealed the federal estate tax. Nervous about my family’s future, I asked Dennis whether I should try to change careers, to which he responded: “Wealthy families will always need solutions to complex problems, all families are dysfunctional, and Congress cannot repeal greed—we’ll be fine.”
Some of Dennis’s comments defy categorization but are too vivid to be lost. “Rich clients live longer than poor clients, and mean clients live longer than everyone.” “You never know how long a snake is until it’s dead.” “Since Congress can make laws retroactive, do I need to rush out and make changes last year?” Dennis, who spent his childhood on a farm, quoted his father: “If you have a friend give him a farm, but if you have an enemy give him two farms.” Dennis quoted his mother after he asked her about remarrying after his father died: “At my age, a new spouse is just looking for one of two things—a nurse or a purse—and I don’t want to be either.”
One time, Dennis had arranged to meet with a banjo restorer in Bessemer’s Atlanta offices when coming to town for a client meeting, but he hadn’t mentioned it in advance of his arrival. I was surprised when the receptionist called and said, “A man with a banjo is here to see you.” And I certainly won’t forget the image of banjo restoration deliberations happening across a Bessemer board room table. At his memorial service, the hymn “I’ll Fly Away” was played on his father’s restored banjo, and I wept.
I sat on the couch in Dennis’s office most mornings around 8:00 a.m. to talk before the day would heat up. I kept my office door open so I could hear the rhythm of his day. I can see him standing with his right hand tucked under his belt during difficult conference calls. I can hear him laughing at his own jokes and how he would reward your own successful attempts at humor with a bellowing, “Yeah.” I can hear his distinctive voice as clearly as if he were sitting here now, and I am saddened by the fact that I won’t get any more lessons or share any more laughs. With that, it’s time for me to put one lesson into action, quit my whining, and get back to work. Thanks for everything, Boss.