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The Convert


To be elected partner at a firm like Paul, Weiss is a career-making event—Belnick was one of just two associates named in 1979. He quickly distinguished himself not only as a rising star but as a protégé of the revered Arthur Liman. “I don’t think anyone was closer to him in the firm than me,” says Belnick.

Liman was the soul of Paul, Weiss. He brought in business, and he got the front-page cases—Milken and Pennzoil, to name two—and still, as a Paul, Weiss lawyer should, considered the law a calling, more rewarding intellectually than financially. Liman carved out time to serve the public. He worked for the U.S. Senate committee investigating the Iran/contra scandal, insisting that Belnick serve as his deputy.

Belnick was private and not all that social with most partners. Even with lawyers who loved to work with him, he was most at ease, most entertaining, when the focus was work. Later, case complete, Belnick seemed awkward, almost timid. “Hey, kiddo,” he’d manage passing those same associates in the halls.

In contrast, Belnick’s relationship with Liman—almost twenty years his senior—seemed casual and easy. He called Liman “Art,” which no one else did, and at one point, Belnick even gave up a corner office, opting instead for the one next to Liman’s. Both Jews and, for years, both Democrats, they kibitzed and strategized. Liman was the quirky genius, Belnick the bright cutup, the teacher’s pet and semi-hypochondriac whom Liman indulged. “I went to Arthur with personal issues all the time,” says Belnick. Even cockamamie ones.

One day, Belnick, paranoid about his kids, called home, got no answer, tried again with the same result, and so, naturally, raced into Liman’s office.

“What’s happening? Tell me,” said Liman, ending his meeting.

“My daughter has been kidnapped,” Belnick blurted out. Liman said, “Let’s get the FBI.”

“We were both walking around holding our heads,” Belnick recalls. “I’m almost hysterical, and he’s not far behind.” An FBI agent was dispatched to Belnick’s house, where he discovered the housekeeper driving up with the dry cleaning, his daughter strapped safely into her car seat. Belnick and Liman laughed together at their silliness.

“I loved Mr. Liman,” Belnick says. Liman returned the favor. “Arthur adored Mark,” says one partner who worked with both men, adding, “Mark needed to be adored.”

When Liman died in 1997 at the age of 64, Belnick delivered the emotional eulogy. “Whenever we were in trouble, whenever we needed a wise judgment . . . we’d ask you,” Belnick said. Looking back, Belnick says, “when Arthur died, the music went out of my practice.”

At lunch one day in 1998 at a midtown Manhattan restaurant near Tyco’s offices, Dennis Kozlowski grabbed a napkin off the table, took out a pen, handed both to Mark Belnick, and said, “Write this down.” He then proceeded to reel off a list of terms.

Belnick and Kozlowski both grew up in New Jersey, but had nothing else in common. Kozlowski, the son of a Catholic boxer, played basketball at Seton Hall. Belnick, the son of a Jewish accountant, was student-government president at Cornell. Still, Belnick found Kozlowski impressive. “He dominated a room,” says Belnick.

In Kozlowski’s ten years as CEO, Tyco had gone from a $1 billion company to $30 billion. “He was on the cover of every business magazine,” says Warren Rudman, the former senator and now a partner at Paul, Weiss, who made the introduction. To move to the next level, Kozlowski needed a blue-chip general counsel.

Kozlowski told Belnick he wanted him. Belnick knew that meant not litigating, but then he had lately had his fill of litigation: The previous year he’d had four cases back-to-back. He’d won them all—“He was at the top of his game,” recalls one partner—and still his compensation hadn’t changed that much. All Paul, Weiss partners get paid primarily based on seniority. The year he embarked on his four-cases streak, his take-home pay was $1 million. The year before, Belnick had earned $600,000. For Paul, Weiss partners, the law might be a calling, but when you’re working for clients in business, it’s hard not to think, as one lawyer complains, “I’m smarter than they are, but they’re making ten times what I make.”

“Was I attracted by the kind of compensation I could earn at a place like Tyco?” Belnick asks. “The answer to that is yes.” Plus, he told himself, he wasn’t signing up for life. If he could make his family secure, who knows, maybe he’d run for Congress.

These were the terms that Kozlowski told Belnick to write down: a $700,000 salary, a $300,000 signing bonus, a guaranteed annual bonus of between $1 million and $1.5 million or one-third of Kozlowski’s cash bonus, plus stock and options worth, at one point, $25 million.

“I wouldn’t have had the nerve to ask for that much,” responded Belnick.

In Belnick’s telling, every suggestion was met by accommodation. It was a fairy tale, not just of compensation, but of what it represented: appreciation. Belnick’s kids were nearly grown; he wanted to move to the city. No problem, said Kozlowski. Tyco had an interest-free loan program. It was designed primarily to relocate employees to the Florida headquarters. But Kozlowski said he could put Belnick into that program.

If Belnick was accustomed to Paul, Weiss collegiality, if he was keen to be adored, Tyco proved a trial. The first day on the job, Belnick found Kozlowski, his direct supervisor. “I’m here,” said Belnick eagerly. “Where would you like me to start?”

Kozlowski pulled an index card from his pocket. “Let me show you how I manage this company,” he said. The card had six phone numbers on it. He added Belnick’s number. “If I need something,” he said, “I’ll call you. Other than that, you run your show and you do it right.”

From the start, Belnick didn’t fit in. Many at Tyco, which at one point was acquiring a company every two weeks, didn’t like lawyers’ slowing things down. “He didn’t have a business head,” it was said. Even Kozlowski, who’d recruited Belnick, couldn’t seem to correctly pronounce his name—Bel-a-nick, he said. “If Kozlowski could have thrown Mark over the side to accomplish an objective, I think he would have,” says Boies.

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