Robert E. Denham, a mergers-and-acquisitions lawyer who was known for parachuting into imperiled companies and splintered board rooms and steering the organizations out of trouble, died on Saturday at his home in Pasadena, Calif. He was 79.
His family said the cause was cancer.
Soft-spoken, erudite and strategic, Mr. Denham had a knack for being calm under pressure, listening before talking and not necessarily taking the lawyerly path to a resolution. Those traits led Warren E. Buffett to ask Mr. Denham to help him save the Wall Street firm Salomon Brothers in August 1991, when a bid-rigging scandal threatened to push it into insolvency.
Mr. Buffett was the bank’s largest shareholder and had taken the extraordinary step of joining it, as its interim chairman, for a $1 salary. Despite meeting resistance internally, he wanted to come clean with prosecutors and regulators to save the bank, whose traders were accused of rigging the auction market for Treasury securities. Mr. Buffett believed that if the government filed criminal charges, customers would pull their money and the firm would collapse.
Mr. Buffett knew Mr. Denham, who worked at Munger, Tolles & Olson, a law firm started by Buffett’s business partner and longtime friend Charles T. Munger. Mr. Denham, then living in Los Angeles, had a full plate of clients and little need for the high-wire act of trying to bail out a bank. But he quickly said yes.
“It was clear to me we needed an outstanding lawyer from the outside that would be available on a moment’s notice for what looked like an insurmountable problem,” Mr. Buffett said in a phone interview. “The last thing he needed was a call from someone in New York who was in trouble, but he didn’t hesitate.”
Mr. Denham moved to New York and helped Mr. Buffett persuade prosecutors not to pursue criminal charges against the bank. Instead, the two men were forthright with regulators and reached a $290 million settlement.
“I’m not sure Salomon would have turned out the same way without Bob,” Mr. Buffett said.
After nine months, Mr. Buffett returned to Omaha, where his company, Berkshire Hathaway, is based, and Mr. Denham stayed on as chief executive and chairman of Salomon Inc. until 1998, after Travelers Group had bought the company for $9 billion in a sale he helped engineer.
Mr. Denham and Mr. Buffett’s approach to saving Salomon — apologizing to Congress, pushing out executives who had tried to hide the bid-rigging, slashing bonuses and introducing internal controls to prevent another occurrence — became a model of crisis intervention.
“When a good company hits a rock, the task of getting it off the rock is critical,” Mr. Denham told The Los Angeles Times in 1998. “Jobs and lives and shareholders’ wealth are tied up in succeeding. It’s a high-energy, high-pressure job where time has value.”
Mr. Denham returned to Los Angeles and his law practice, and he continued to represent Mr. Buffett. He also became a sought-after board member. In addition to working with educational institutions, including the New School university in New York, he was a board member of the Natural Resources Defense Council, the Russell Sage Foundation and the John D. and Catherine T. MacArthur Foundation, of which he became chairman in 2006.
In April 2008, he joined the board of The New York Times Company as an outside director at a critical period in the company’s history. The Times’s stock had fallen by about two-thirds over the previous six years as the growth of online news eroded revenue from subscriptions and advertising. The crash of the Lehman Brothers banking company later that year only exacerbated The Times’s finances, and rumors of a sale swirled.
Arthur O. Sulzberger Jr., then the chairman of the Times Company and publisher of the newspaper, said Mr. Denham was chosen because he had understood the mission of The Times and had a variety of experiences in the business world that helped the board during that period.
“We went through some pretty tough times while he was on the board,” Mr. Sulzberger said in an interview, “and I’ve got to tell you, having him at the table — so committed, so focused, so friendly and engaging — it was unbelievable and critical, I think, to our success and making our way through some challenges.” He added: “He listened to people and he didn’t ever try to one-up people. That was really one of his great strengths. When people were disagreeing with each other, he helped to acknowledge the differences yet bring people closer.”
Robert Edwin Denham was born on Aug. 27, 1945, in Dallas and raised in Abilene, Texas, about 200 miles to the west. He was the only child of Wilburn H. Denham, an insurance salesman, and Anna Maria (Hughes) Denham, a high school counselor.
He is survived by his wife, Carolyn Denham, who was president of Pacific Oaks College & Children’s School in Pasadena; two children, Jeff Denham and Laura Denham Evans; and four grandchildren.
Mr. Denham earned a bachelor’s degree in government from the University of Texas in 1966 and graduated magna cum laude. He received a master’s degree in government from Harvard University in 1968 and went on to Harvard Law School, where he was an editor of the Harvard Law Review. He received his law degree in 1971, again graduating magna cum laude.
He joined Munger, Tolles & Olson in Los Angeles the same year. He worked on numerous acquisitions and advised clients on finance and corporate governance.
Mr. Denham represented Berkshire Hathaway in numerous deals, including the $37.2 billion purchase of Precision Castparts; its $28 billion acquisition, with 3G Capital Partners, of H.J. Heinz Company; and its $44 billion acquisition of Burlington Northern Santa Fe Corporation.
He also advised the Power family when it sold J.D. Power and Associates, a data-analysis and consumer-insight company focused on the automotive industry, and Copley Press, when it sold its San Diego and Midwest newspaper operations.
His style, many colleagues said, was to be straightforward yet charming.
“He’s not a man of bombast; he’s a man of deliberation and determination,” Deryck Maughan, once the head of Salomon Brothers, told The Wall Street Journal in 1992. “Once he’s reached a conclusion and he’s satisfied, he pretty much sticks to it.”
