Samuel Oak

Samuel Oak co-founded Oak, Elm & Birch in 1974 together with Edwin Birch and a small group of fellow Connecticut business lawyers who had decided, collectively, that Hartford deserved a firm of its own rather than a satellite office of someone else's. A half-century later, he continues as Of Counsel and remains the principal voice the firm's longest-tenured corporate clients turn to on questions of governance, succession, and strategic direction. His current practice is narrow by design. A handful of family-controlled industrial holding companies. Two Connecticut insurance mutuals whose boards he has counseled since the Carter administration. A small group of charitable foundations whose founding documents he drafted. The narrowness is not retrenchment — it is the shape of a practice that has been pruned over decades to the relationships that actually require his judgment rather than any associate's diligence. Oak earned his A.B. from Yale College in 1963 and his J.D. from Yale Law School in 1966. Before opening the firm's first office on Pearl Street, he spent seven years as a corporate associate at a New York practice, where he worked primarily on manufacturing-sector financings and proxy defenses. He moved back to Hartford in 1973 to be closer to family, and spent most of that year meeting with Edwin Birch — an old acquaintance from a Connecticut Bar Association land-use committee — about what a Connecticut-rooted business law firm might look like if it were designed from the ground up to serve the state's insurance carriers, industrial manufacturers, and privately-held closely-held businesses. The firm opened its doors in January 1974 with three attorneys, one secretary, and a single client: a Bristol-based valve manufacturer that remains a client today and is now in its third generation of family ownership. Over the five decades that followed, Oak built the firm's Corporate practice from the ground up and served as Managing Partner from 1984 to 2003. He handed off the Managing Partner role to a successor generation deliberately, and again in 2016 stepped into Of Counsel status so that Steven Stone could assume day-to-day leadership of the Corporate group without ambiguity about who was running it. Oak's involvement now focuses on board-level counseling — attending committee meetings, reading and commenting on proxy materials, and advising founders on the generational transitions that tend to be both the most important and the most difficult transactions in a closely-held business's life. He served as president of the Connecticut Bar Association in 1998 and earlier chaired the CBA's Business Law Section. He has taught a corporate-governance seminar at UConn School of Law as an adjunct professor for over two decades; his fall course on closely-held-company fiduciary duties is typically full within hours of registration opening, and a meaningful fraction of the Corporate and Tax bar in Hartford has sat through it at some point. He has said in interviews that teaching has kept him current far better than the treatise reading ever could. ## Representative Matters - Lead counsel to the founding family of a Bristol-based manufacturing business on a three-generation ownership succession, including a voting-trust restructuring filed with the Connecticut Secretary of the State in 2022 and the negotiation of a family-council governance charter. - Advised the independent directors of a Connecticut insurance mutual through a redomestication review under the Connecticut Insurance Holding Company Act, coordinating with the Connecticut Insurance Department and outside actuarial counsel, 2019–2021. - Long-standing general counsel to Charter Oak Manufacturing LLC, a family-held industrial concern, on governance, board composition, and shareholder-agreement amendments across four successive amendments over twenty years. - Counsel to the board of a Connecticut private charitable foundation on a 2023 restatement of its governing instrument and the addition of a successor-trustee mechanism under Conn. Gen. Stat. § 45a-520. ## Publications - "Fiduciary Duty in the Closely-Held Corporation: A Connecticut Retrospective," *Connecticut Bar Journal*, Vol. 92 (2018). - Co-author, Chapter 14 (Director Liability and Indemnification), *Connecticut Corporate Practice Handbook* (rev. ed., 2020). - "Forty Years of Mutual Insurance Governance in Connecticut," *The Journal of Insurance Regulation*, Spring 2015. - Regular contributor, Connecticut Bar Association's *Business Law Section Newsletter*, 1981–present. ## Board Service Oak serves on the board of the Hartford Foundation for Public Giving, a role he has held since 2004 and where he currently chairs the Investment Committee. He is also a longtime trustee of the Connecticut Science Center and previously served on the visiting committee at Yale Law School from 1998 to 2006. Earlier in his career he served two terms on the Hartford Public Library board. ## Beyond the Firm Oak and his wife Delia have lived in West Hartford since 1974. He is a past president of the Hartford Golf Club and remains an active member. His two children both practice law — one in Boston, one in San Francisco — and he has said publicly that neither would ever join the firm, a rule he considers sound both for the firm and for the children. He still keeps office hours at 280 Trumbull Street three days a week and is on the 7:15 train from West Hartford most mornings that he does. Within the firm he is reliably the last attorney to leave the office on the Thursdays he keeps — a habit his executive assistant has tried and failed to break for the better part of twenty years. He remains an occasional lecturer at the UConn Law Continuing Legal Education series, though he declines more invitations than he accepts; his view, stated publicly more than once, is that there are younger voices who need the panel seats. His name is on the firm's door, but he has been careful, across the full five decades, to keep it there for a reason other than sentiment.