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Editorial


Front Page - Friday, October 12, 2018

Building a lifetime of respect among peers


Colleagues explain why attorney Nelson Irvine has been so successful



In the early 1980s, accountant Joe Decosimo told a young attorney named Michael St. Charles that, for his money, Nelson Irvine was the best corporate attorney in Chattanooga.

It was no small compliment, but Decosimo said it with the conviction of a true believer. Since then, St. Charles, now the managing shareholder of Chambliss, Bahner & Stophel, has seen firsthand why Decosimo was impressed with Irvine.

St. Charles and the rest of Irvine’s colleagues in the local bar have also watched as Irvine’s legacy has extended beyond the legal arena to touch people and organizations throughout the Chattanooga community.

As an attorney, Irvine has labored in the realm of C corporations, S corporations and limited liability corporations, representing and advising clients in connection with business planning, mergers and acquisitions, joint ventures and related transactions for most of his career.

Irvine has been a guiding hand for business owners, negotiated asset sales and counseled start-ups. He’s also provided mediation and litigation advice, formed nonprofits and taught seminars in his areas of expertise.

Or, as Irvine, 77, succinctly says, “I have what people call a corporate practice.” He’s clearly developed a talent for brevity during his five decades as a lawyer.

St. Charles says Irvine also has a gift for identifying all the issues in a matter.

“He’s very good at understanding a client’s business, or objectives, and helping them deal with those issues so they’re successful,” he adds.

Attorney Bill Aiken, who’s labored at Chambliss Bahner for nearly as long as Irvine, adds his colleague’s analytical skills are exceptional.

“He has a remarkable ability to take provisions that seem disparate and connect them in ways other people could not,” he says.

Irvine and Aiken have worked together on a handful of transactions through the years, including one Aiken says was a showcase for Irvine’s keen legal mind: a leveraged buyout of Standard Coosa-Thatcher Company, a textile corporation with a mill in Chattanooga, in 1981.

Irvine had been working as corporate counsel to Standard Coosa-Thatcher for several years when a group of officers in the company developed a plan to take the 90-year-old company, which had been publicly traded since 1922, private.

At the same time, a notorious investor out of Chicago, Clyde Engle, tried to take over Standard Coosa-Thatcher by purchasing stock on the open market.

“It became a challenging situation because he was offering the shareholders a price that was greater than the price the insiders were offering,” Irvine remembers.

With Engle as their nemesis, Aiken says the company was at great risk. “He was ruthless,” Aiken recalls. “He had bought another Southern company with high-yield debt and then liquidated it, killing a thousand jobs.”

The transaction was not only extremely complicated, with a horde of high-powered investment bankers and large law firms descending on the case, it became highly contested.

In the end, Irvine and Aiken prevailed, due in no small part to Irvine’s previous experience with leveraged buyouts, as well as their exhaustive work.

“I was the only person, other than a paralegal, who helped Nelson. Out of the last 90 days before we closed, I was at Chambliss Bahner or in some other lawyer’s office for 89 of those days, and I don’t mean for an hour,” Aiken says. “During the last week in Chicago, I slept for maybe two hours a night.”

Irvine led the grueling charge, Aiken recalls.

“Nelson challenged me, but not as much as he challenged himself,” he recounts. “He expected a lot out of you in those early years, but he would be right there with you.”

St. Charles remembers something different about Chambliss Bahner’s work for Standard Coosa-Thatcher: Irvine’s willingness to allow Aiken to gradually take over. “Nelson has always understood the greater good, and that a transition isn’t about him but about making the firm better,” he points out. “He’s done that in his personal life, too. He’s always tried to make sure he wasn’t gaining anything at the expense of someone else.”

Irvine calls the Standard Coosa-Thatcher transaction “a great education” that taught him about conflicts of interest, which arose for the officers of the company and Chambliss Bahner. Other cases, some of which turned out better than others, taught him different things.

“The most difficult transaction I had was a real estate deal I had to unwind because the parties involved had made some misrepresentations, and it was difficult to tell who had misrepresented what to whom,” Irvine says. “I learned that I needed to ask more questions, even when everything looks good on paper.”

Irvine was born in Chattanooga in 1941 – the year Pearl Harbor was attacked, he’s fond of saying. While his father and uncles were away fighting the ensuing war, Irvine spent much of his time during his pre-school years in the company of his grandfather, attorney John Alexander Chambliss, who lived in a large turn of the century-style house on Lookout Mountain.

Chambliss entertained young Irvine by talking extensively and enthusiastically about his cases, seeding an interest in the law in the young boy.

Irvine later attended Baylor School, which at the time was a military institution, and then the University of North Carolina, where he initially studied English.

Many people expected Irvine to follow in the storied footsteps of the attorneys in his family. His great-grandfather, Alexander Wilds Chambliss, had founded the firm in 1886 and practiced law with J.B. “Pop” Sizer, Irvine’s other great-grandfather. His grandfather’s oldest son, Jac Chambliss, was a senior partner in the firm for many years.

But Irvine’s father, James Irvine, Jr., had become an insurance salesman, so Irvine knew his future was a blank page. He initially studied medicine, but during his senior year, he changed his bearing and took an accounting course for students preparing for law school. Irvine says it was one of the smartest things he’s done.

“I learned how to read balance sheets and profit and loss statements,” he remembers. “When I started law school, the tax courses were easier for me than for most of the guys in my class because I had an accounting background.”

After graduating from UNC with honors in 1963, Irvine attended the University of Virginia School of Law. He was hoping to go from there to judge advocate general school and become a member of the U.S. Army’s JAG Corps, but that dream dissolved when he was drafted during the Vietnam War and then rejected due to a back injury he’d suffered while playing football at Baylor.

“I loved sports, but I was too skinny to be playing football,” he acknowledges, wincing at the memory of the bone-crunching hit by a much larger player.

Irvine completed his legal studies at Vanderbilt University Law School and then clerked for Tennessee Supreme Court Associate Justice Chester Chattin for two years.

“It was a great experience. I watched lawyers try cases, drafted opinions and talked with the judge about why he looked at a case one way rather than another,” Irvine recalls. “I learned how to listen to people talk about the facts in a case and how to organize those facts, and I came to understand the importance of facts in putting a case together.”

When Irvine joined the firm of Chambliss, Hodge, Bahner & Crawford in 1968, he was one of only three associates at the firm. (The others were Joe Gaston and Bill Crutchfield.) As he dabbled in various areas of the law due to the general nature of the practice, he continued to be a student, learning from the lawyers on the other side of his cases and always looking for ways to obtain the answers to his questions.

One of Irvine’s early learning experiences included a case against an insurance company to recover the loss of a building that occurred as the result of a fire during which an explosion occurred.

The insurance company had declined to cover the loss due to an explosion exception in the policy. Although the jury found evidence of fire before the explosion, Chancellor Ray Brock held that the exception applied.

On a motion to reconsider, Irvine argued that the burden of proof had shifted to the defendant, who was unable to prove that the explosion preceded the fire. “The chancellor ruled in favor of my client and allowed recovery for the full amount of the loss under the policy,” Irvine says. “From that experience, I gained an appreciation for the application of the burden of proof in all kinds of factual situations. That was invaluable.”

Although Irvine was becoming seasoned in court, his skill set was geared toward transactional work, with an emphasis on accounting and taxes, so his practice shifted toward corporate law. Soon, he was elbow-deep in business transactions, estate planning, tax planning and other related matters.

In 1973, Irvine became a partner at the firm, which for the next 17 years practiced under the moniker of Chambliss, Bahner, Crutchfield, Gaston & Irvine. Today, Irvine and Max Bahner are the only remaining attorneys from that partnership, which in the ‘90s merged with Stophel & Stophel and has grown beyond their expectations.

“The evolution of the firm has continued not only with young men and women fresh from law school or clerkships, but also with lawyers who bring with them years of practice and professional experience,” Irvine says.

“These lawyers share the priorities of the firm, which include putting the interests of clients first, using teamwork to deliver services effectively and efficiently, and understanding that the profession of law is a lifelong learning adventure, which must occur while the law, like our society, is evolving at an ever-accelerating rate.”

Because of Irvine’s unique insight into various issues, many of Chambliss Bahner’s clients have asked him to serve on boards and in various advisory capacities.

“Nelson is good at looking down the road and seeing how what’s going on right now will affect an enterprise in the future,” St. Charles says. “He’s brought not only his legal abilities to the firm but a broader view of how you go about being a productive attorney in the community.”

A Signal Mountain resident, Irvine has also been a productive volunteer in Hamilton County. As someone who’d always loved sports and physical activity, he began volunteering at the YMCA of Metropolitan Chattanooga in 1969. From there, he served 30 years on the board and as the organization’s legal counsel for seven years.

Irvine also served as an advisor to the board of Reflection Riding and Reflection Riding Arboretum and Nature Center for 33 years. He served as a board member of both nonprofits on three occasions

Irvine has deep familial ties to Reflection Riding. When his uncle, David Chambliss, was killed in World War II, his grandparents began working on Reflection Riding as a way of dealing with their sorrow. The nonprofit became a work in progress that stretched across decades.

Irvine has also served as a director of the Chattanooga Symphony and Opera Organization and the Chattanooga Area Chamber of Commerce.

In the early ‘80s, Irvine was a founding member of two nonprofits: Hospice of Chattanooga and Friends of the Festival, which manages and produces Riverbend and other events. He provided the legal legwork that enabled the formation for each of organization.

While Irvine is currently not serving on a board, he is still practicing law, although in a lesser capacity than his “Standard Coosa-Thatcher” buyout days. During any given week, he might put in 30 hours.

Part of this is by choice. As Irvine has grown older, he’s recognized his need to do less – even though he still loves what he does.

Part of it is also by design, as St. Charles explains. “By the time you reach a certain age, we want you to have transitioned a lot of your client work to other people,” he explains. “You can still be involved with it, but we want someone else at the firm to handle the day-to-day things.”

Although Irvine is in the midst of his succession planning, a number of clients still rely on him to point them in the right direction. “They might not be looking for him to do the technical work, but they want his insight,” St. Charles says. “Nelson has a wealth of experience and knowledge, so as much as he’s trying to slow down, clients are still calling him.”

St. Charles adds the firm also likes for him to be available to mentor its younger attorneys.

Irvine says he enjoys each day as senior counsel at Chambliss Bahner. At the same time, he’s feeling pulled toward other things. A lifelong outdoorsman (Irvine learned to canoe at a young age and spent many of his early days traversing the Hiwassee and Ocoee rivers), Irvine spends as much time fly fishing as he can.

Although his favorite fishing spots can be found in picturesque Cody, Wyoming, he fishes locally as well. He says he likes the challenge of fly fishing as well its ability to relax him.

“Casting a fly that will challenge a trout is an art,” Irvine says. “And it’s absorbing. You don’t think about anything else because there aren’t any distractions. You’re in your own world, and it’s beautiful.”

Irvine doesn’t fish to eat, though; he fishes to get away. As such, he’s a catch-and-release fisherman.

Nelson is also enjoying the added hours with his wife, Deanne Irvine, and being involved in the life of their parish, St. Paul’s Episcopal Church in Chattanooga. The couple married in 1983 and soon after became members of St. Paul’s, where they have attended services with their children and grandchildren ever since.

“Thirty-five years later, St. Paul’s is still our home, and we continue to love it and enthusiastically support its mission,” Irvine says.

While Irvine has not committed any thought to what his legacy will be, and prefers to focus on the present, St. Charles and Aiken suffer no loss of words as they express what they say he’ll leave behind.

“Nelson is going to be remembered for his professional abilities, and that he worked at the highest level and was respected by his peers,” St. Charles says.

Aiken adds Irvine’s legacy will include his unwavering commitment to ethics. “The law was not a game in which he was trying to win at the expense of his opponent. He zealously represented and advocated for his clients, but in a way where everything was on the table and he was trying to reach a result that worked for everyone,” he says.

A portrait of Alexander Wilds (A.W.) graces a corridor on the 17th floor of Liberty Tower, where Chambliss Bahner has its offices. Beneath the painting, a framed document reads, “Justice Chambliss was noted for his independence and originality on the Court.”

The statement groans with the weight of unwritten words about the man, who was also mayor of Chattanooga.

The author of the biographical bit might have struggled to capture the essence of A.W., who did many notable things, as summarizing the life of such a man or woman is not easy.

But it is possible. One must simply assemble the myriad facets of a person’s years and find the thread that ties them.

While trying to summarize his thoughts about Irvine, Aiken pauses for several seconds as he contemplates his colleague’s professional accomplishments, contributions to his community and character, and then offers a statement that’s as apt as Decosimo’s.

“By all measures, Nelson is a good man,” Aiken says.

Irvine doesn’t think about what people will say about him tomorrow; he merely wants be productive today. “At 77, I don’t have as many years left to work with as I once did,” he says. “But every day is a good day, and I can make good things happen if I just let myself.”