Chemical-Hanover Merger To Put Solow in Tight Spot

Not known for inspiring the affection of his troops at Manufacturers Hanover Corp., Mark Solow nevertheless is respected as shrewd banker -- and a survivor.

Insiders say the pending merger of Hanover and Chemical Banking Corp. has placed the 43-year-old executive in a situation rife with intrigue, requiring deft maneuvering.

For now, Mr. Solow has secured a spot on the merged bank's 13-member management committee, responsible for corporate and merchant banking and corporate finance.

But his new boss -- and all but one of his designated chief lieutenants -- hail from Chemical.

"It's not the way you want to be positioned," one Hanover insider observed dryly.

Mr. Solow declined to comment on the situation.

Ironically, the selection of the Chemical executives was Mr. Solow's own doing. He really had little choice, though, because they were clearly more experienced in their respective positions than their counterparts at Hanover.

"Mark was almost boxed in to making those selections," a Hanover executive acknowledged.

As a result, Mr. Solow is viewed in some quarters as the odd man out. But others counter that it would be a mistake to underestimate his staying power.

In any event, insiders say, partisan lines are already beginning to be drawn. "The gloves are definitely coming off," says one of the banks' executives who, like others, did not want to be identified.

The Chemical executives who will report to Mr. Solow currently report to William Harrison, a Chemical vice chairman who will be Mr. Solow's boss after the merger. Insiders say at least some of the Chemical bankers are miffed at the prospect of reporting to Mr. Solow, and view him as an unnecessary layer of management.

Adding to Mr. Solow's perceived vulnerability is the fact that his managerial capabilities are largely untested.

He built his career at Hanover on the strength of his successes in the bare-knuckle world of dealmaking.

As a cofounder and head of Hanover's acquisition-finance department in the 1980s, Mr. Solow turned an otherwise weak bank into a powerhouse in the area of financing leveraged buyouts.

Hanover Assignment Being Cut Short

After being promoted to run Hanover's merchant banking group, Mr. Solow was further rewarded this past January, when he was given broad managerial responsibilities as cohead of global banking.

The merger announcement came just six months later, never giving Mr. Solow time to demonstrate whether he can be a value-added manager. While some think Mr. Solow represents a redundant management layer, a counter-theory holds that Mr. Harrison's role is dispensable.

Mr. Harrison will be one of three vice chairmen of the merged bank. In addition to Mr. Solow, his other direct reports will be Donald Layton and Donald McCouch. Like Mr. Solow, Mr. Layton and Mr. McCouch come from Hanover.

Mr. Harrison is said to be largely unfamiliar with the areas to be run by Mr. Layton and Mr. McCouch. There's speculation that he may be tempted to dip his hands into the running of Mr. Solow's businesses.

Indeed, some insiders believe Mr. Solow and Mr. Harrison are on a collision course, and that one of them eventually will be forced to leave. Either that, or the merged bank's management structure will have to be rejiggered later to make room for both.

Meanwhile, the handicapping has begun. Mr. Harrison is credited with a successful managerial track record that Mr. Solow largely lacks. But Mr. Solow is said to possess the street smarts and toughness that represent the emerging new breed of banker.

"He's the type that is going to survive the next decade," one insider said of Mr. Solow.

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