By Stan Chess
November 17, 2010
Thomson Reuters, the parent company of West Publishing, Westlaw, and BAR/BRI, informed its executives today that it is seeking a buyer for its 40-year-old bar review company.
This would be the third time that West has gotten into, and then out of, the bar review business.
The first time was in the 1960s when West opened a course, but failed to achieve significant market share.
The second time was in 1995 when West hired Stan Chess, who was then president of BAR/BRI, to be chairman and CEO of West Bar Review. and Steven H. Levine, who was BAR/BRI's national director, to be West's president.
In a year and a half, starting with no students, no employees, no offices, no materials, and no lecturers, West Bar Review captured more than 20 per cent of the national bar review market, and more than 50 per cent of the first-year market. In several mid-size states, West Bar Review had more than 90 per cent of the candidates for the bar exam, with BAR/BRI having the other 10 per cent. In Texas, West signed up almost 60 per cent of all first-year students, and was on the verge of overtaking BAR/BRI as the nation's largest bar review.
In addition, many of BAR/BRI's star lecturers, including Arthur R. Miller, John Moye, and Ray Guzman, left BAR/BRI to "go West."
Yet, after West was acquired by the Canadian Thomson Corp., West Publishing inexplicably closed down West Bar Review. When several companies tried to acquire West Bar Review, West Publishing refused to negotiate. Instead, it gave all of its students and its materials to BAR/BRI. West Bar Review, with more than 90 per cent of market share in certain states, turned over its students and materials to BAR/BRI, the company with 10 per cent.
Shortly thereafter, West purchased BAR/BRI.
At the time that it closed West Bar Review, West issued a statement similar to the one issued today. "Thomson Reuters believes that the bar preparation market no longer fits the long-term strategic vision of the organization," wrote West exec Mike Suchsland today in a confidential memo to West executives.
The memo followed a meeting at which Michael Sims informed BAR/BRI promoters of the West decision. Sims had replaced the 73-year-old Richard James Conviser, who had been the head of BAR/BRI for many years.
Ironically, Sims was instrumental in the creation of West Bar Review in 1995, when he resigned from BAR/BRI and flew to Washington, D.C., to meet with Levine to plan strategy for beating BAR/BRI. When Sims flew back to Texas, he found a BAR/BRI executive camped out in front of his home, to offer him a major increase in compensation if he left West Bar Review and rejoined BAR/BRI. Sims accepted the very lucrative BAR/BRI offer, and resigned from West Bar Review.
BAR/BRI, the nation's largest bar review, has been embroiled in multiple class action lawsuits, one of which settled with BAR/BRI and its co-defendant paying $48 million in damages and legal fees.
At least one other class-action lawsuit is pending.
As to a potential purchaser, there are believed to be only three companies for whom BAR/BRI would be a logical fit. Yet none of these companies would want to purchase BAR/BRI and repeat the mistake made recently by the Washington Post Company.
The Washington Post, which owns Kaplan, bought the PMBR MBE course at a time when PMBR was a mature company and had limited upside potential. All indications are that PMBR's revenues have declined considerably since the acquisition.
BAR/BRI is such a company today. It has almost no room for growth, and has much downside. BAR/BRI's efforts to expand into the LSAT, GMAT, GRE, MCAT, CPA, and patent bar review businesses have all been unsuccessful. It has succeeded only in bar review, where it has claimed to have a market share in excess of 90 per cent, and where it has been accused of engaging in unlawful activities.
Yet with Kaplan now competing in bar review, and Emanuel Bar Review. Rigos Bar Review, and Reed Bar Review gearing up, and with students buying used BAR/BRI materials on eBay and Craigslist, it is likely that any buyer will be buying at the very top of the market.
Thus, West will either sell BAR/BRI at a bargain price, the way The Washington Post sold Newsweek, or keep its problem business for the indefinite future.
Stan Chess, the editor of LawSchool.com and the President of LawTV, Inc., worked and lectured for BAR/BRI for about 21 years, before joining West. During law school, he worked summers as an editor on The Washington Post and, for almost ten years, wrote weekly features for The Post, all under pseudonyms. He also conceived and packaged the antitrust class action that BAR/BRI and its co-defendant settled for $48 million.