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Since 2010, Practical Law has published an annual study of market trends in public M&A transactions. This year’s edition of the study analyzes trends in deal-protection measures in negotiated public merger agreements. These provisions aim at balancing a buyer’s desire for deal certainty with a target board’s need to satisfy its fiduciary duties by remaining open to accepting superior offers. The study reviews 137 public merger agreements entered into in 2013 with an equity value of $100 million or more at signing, and covers dozens of issues, including no-shops and go-shops, fiduciary outs and matching rights, termination provisions and force-the-vote covenants, and break-up fees.

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In conjunction with the publication of the study, Practical Law provides a free 75-minute on-demand webinar in which Daniel Rubin, a senior editor at Practical Law and the primary author of the study, reviews the study’s major findings. Our presenter also introduces the study’s deal-protection scoring system, explaining its methodology, uses and key conclusions. To register for the on-demand webinar, click here.

To access additional content, sign up for a free, no-obligation trial to Practical Law.

  • 30 Apr 2014 at 11:46 AM
  • Uncategorized

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Ed. note: The Asia Chronicles column is authored by Kinney Recruiting. Kinney has made more placements of U.S. associates, counsels and partners in Asia than any other recruiting firm in each of the past six years. You can reach them by email: asia@kinneyrecruiting.com.

Since late last year, things have been booming in Hong Kong / China in cap markets, especially Hong Kong IPOs. M&A deal flow has recently been getting a bit stronger as well. Although one can’t predict such things with any certainty, all signs are pointing to a banner entire 2014 for the top end US corporate and cap markets practices in Hong Kong / China. This is not really new news, as its been the feeling most in the market have had for a few months now and things continue to look good.

The head of our Asia practice, Evan Jowers, has been in Hong Kong for about 10 days a month (with trips every other month to both Shanghai and Bejing) for the past 7 months, and spending most of his time there meeting with senior US hiring partners at just about all the major US and UK firms there, as well as prospective candidates at all associate levels and partner levels, and when in the US, Evan works Asia hours and is regularly on the phone with such persons, as our the other members of our Asia team. Our Yuliya Vinokurova is in Hong Kong every other month and Robert is there about 5 times a year as well. While we have a solid Asia team of recruiters, Evan Jowers will spend at least some time with all of our candidates for Asia position. We have had long standing relationships, and good friendships in some cases, with hiring partners and other senior US partners in Asia for 8 years now. Evan Jowers also has over 150 US associate placements in Hong Kong / China in the past 6 years, and our full Asia team has numerous more placements, and each of those placement experiences (as well as other persons we represented but did not place, usually due to an internal transfer choice that we supported) adds in some measure to our understanding of the market. There is a story behind every placement after all. It’s therefore pretty easy for us to get a good read on the market and what hiring trends will likely be like during the next 6 months or so, in any market condition. In fact, one main reason that senior US partners meet with us regularly in Hong Kong / China is because even when they are not hiring they look at Evan and Robert as a great source of information on the market and to get a feel of what their counterparts at other firms are thinking, simply because we know so many key folks in the market and get their opinions and predictions on things on a daily basis.

Back in October ’13, it seemed pretty obvious that by February and March we would be in a bit of a hiring boom, as long as the markets continue to ramp up as they were starting to. Clearly, we are now in a full blown IPO boom in Hong Kong / China.

But what does this mean for US associate lateral hiring in Hong Kong / China going forward in the coming weeks and months? Obviously, the lateral hiring market has become a lot better. However, it’s not simply a situation where the relatively early stages of a hot market upturn (let’s hope it lasts a year or more) translates into immediate US associate hiring. It is also not a situation where if a hot market continues for a year or more that a hiring boom coincides with the length of such a nice corporate / cap markets deal flow boom.

Thus, despite a buzz in the lateral hiring market and the inevitable 5 fold increase in cold callers claiming they would like to make some quick cash with your resume by emailing in on your behalf to firms they greatly exaggerate ties to (well they don’t say those exact words, but I am accurately translating 95% of them for you), it simply is not the case that all or even most of the better US corporate / cap markets practices (referred to as “corporate” from here on out) are hiring multiple US associates in Hong Kong / China right now and in fact about half of them are not (yet) actively hiring more than one, and in some cases still not hiring at all. With that said, we find that the better US corporate practices in Hong Kong / China commonly hire in bunches (meaning 2 or 3) when they do decide to hire in the relatively early stages of a deal flow boom, especially the HK IPO / US cap markets boom that is occurring now in Hong Kong / China.

For example, one of our top 10 US firm clients in Hong Kong / China hired 2 new junior US corporate associates in December, hired again recently, and are looking for two more at present. Another one of our top 10 US firm clients in Hong Kong / China had a key opening to fill in their US cap markets practice, and they have found their new hire (through Kinney, on an exclusive search), but because they also like very much some of our other candidates, they are likely to hire a 2nd US associate soon, and possibly even a 3rd. Another top 10 US firm client of ours has two fantastic mid level M&A associate openings and we are helping with that on an exclusive basis as well and those hires will likely be made this month. That same firm hired an M&A associate from Kinney in HK late last year. These are just examples and there are other positive ones. Things are obviously hot on the hiring front at these top US firms in Hong Kong / China, but these hiring sprees are only of 2 to 5 associates and once that is done there will not be a big need most likely for the rest of the current deal flow boom in Hong Kong / China that could last through ’14 and even well into ’15 (should we be be so lucky).

However, there are also just as many top US corporate practices in Hong Kong / China which are either not hiring US associates at all yet or are have one opening at the moment (the type of opening that can exist in the slow to average hiring market that we saw in Hong Kong / China for much of ’13). First off, if a top US firm in Hong Kong / China does not have a leading US cap markets practice in China and a leading local HK IPO practice (they pretty much go hand in hand), then they will not have such urgent staffing needs in the current IPO boom. Also, some of the top 5 US cap markets practices in China, while being very busy, simply did not have to hire multiple lateral US associates in order to keep up with the deal flow increase (due to being well staffed already and also having mandarin fluent internal transfers from their US offices to come over), at least for now. Also, keep in mind that top US firms’ global management, while loosening the purse strings quite a bit since the great recession, are still going to make their even busiest partners jump through some hoops to get approval for new hires and this can slow down the pace of US associate lateral hiring in Hong Kong / China, even in a boom market, at some firms. Top US firms are, for the most part, going to still be conservative in green lighting new lateral hires, even though the great recession is pretty far back in our rear view window by now. Until there is a true boom market again in the US, deals will continue to be leanly staffed in US and abroad at major law firms, because until then, firms have the leverage in the hiring market (unlike, for example, in ’06 and ’07 when the market leverage resided more with associates).

So what type of US associates are getting hired in Hong Kong / China during this current and relatively young cap markets boom in Hong Kong / China? Taking a look, for example at the recent, current and expected shortly new hires at top 10 US firms in Hong Kong / China described two paragraphs above, it becomes pretty clear what is required – All of these recent and current lateral hires are fluent in spoken Mandarin and written Chinese, most being native Chinese (for most of these spots being native chinese would not give a per se advantage over a non native who is fluent in mandarin and chinese). Less than half come from top 10 peer firms, with most coming from top 30 firms. This is quite a difference from ’12 and ’13 when it was difficult to land at such US firms in Hong Kong / China without coming from a peer top 10 firm, although there were relatively few such openings then, compared to the current boom market, and naturally a log jam of great candidates competing for those spots.

Yes, it is easier to upgrade your firm (regarding prestige ranking) in a US to Hong Kong / China move or a within Hong Kong / China move now, but firms are continuing to be very selective and any upgrading of firm type in such a lateral move has a lot to do with a limited number of Mandarin fluent US associates available on the market (due to firms hiring them and also NYC market getting better and such folks not always as quick to move to Asia now as they were from ’08 to ’12) and being able to start quickly (already on the ground in Hong Kong / China). The top US firms in Hong Kong / China are going to continue to be very selective and have the same JD academic requirements during this boom period. However, some top 10 US firms in Hong Kong / China are fine with hiring associates from top 30, 40 or 50 firms because of the state of the market and the skill set and background they are looking for. Almost all of such positions are going to require Mandarin, and most will require reading and writing Chinese as well. JD academic remain same as before, although there are usually a few cases in boom hiring markets in Hong Kong / China where a firm’s Asia partners get an exception granted by global management regarding a new hire’s grades being just off the cut off for the firm’s policy on that particular law school.

In a boom market hires are made a lot quicker. The interview process can be concluded in a week or two instead of 2+ months (as can be the case in a slow or more normal hiring market in Hong Kong / China. One of our recent placements at a top 10 US firm in Hong Kong was verbally given an offer during her first day of interviews. Hiring partners are aware that their target candidate pool for an opening shrinks quickly in a hot market, they have a full green light from firm management to make a hire, and they have urgent need to staff new deals coming in. Thus, interview processes and offer decisions are made quickly.

We believe that the handful of top tier US firms’ cap markets practices that are hiring US associates now in Hong Kong / China will make most of their US associate hires for ’14 by April. By then, some of their other peers in the top tier that are not yet hiring US corporate / cap markets associates will be hiring multiple laterals. However, the majority of the US associate hires during this current boom in Hong Kong / China at top tier US firms will be made within a 5 month period. Even if the boom goes well into ’15, there will not be another several months period of so much hiring. The top US firms will continue to hire in 2nd half ’14 and into ’15 (as long as the boom lasts), on an as needed basis of course, but there will most likely no longer be a need for multiple associate hires in the same month (or same week as we are seeing now at some firms) by the same office.

A number of firms in Hong Kong / China have urgent M&A US associate openings as well, including at top 10 US firms. Those positions though are being filled differently than the China US cap markets openings – in that for the M&A spots the interviewing and offer decision process is taking longer now than for the US associate hires needed to support all the new IPO work coming in.

Also, keep in mind that during IPO booms US associates hired to be in a mix M&A and cap markets practice or even to have more of a focus on M&A will in many cases have mostly cap markets work in their first 6 months or so at their new firm. This will happen because there will simply be an overflow of IPO work coming in to any top tier US firm in Hong Kong / China which has a solid US cap markets practice in China.

If the IPO boom continues through this year, then at some point this summer or early fall, a number of 2nd tier US firms in Hong Kong / China will be hiring multiple US associates in a relatively short period of time as well, as the over flow of high end deals can’t all fit in the top tier US cap markets China practices. Some deals will be turned down by top tier US practices and then of course get gobbled up by 2nd tier US cap markets practices. We find that the hiring frenzy for those 2nd tier firms in such periods of sudden great deal flow in cap markets can be a bigger hiring frenzy than the earlier one by the top tier firms. This is because some of these 2nd tier US cap markets practices in Hong Kong / China are pretty small sized and they will have to ramp up very quickly.

While things were very hot over the past two years in other SE Asia markets, such as the Philippines for example, SE Asia deal flow has slowed down quite a bit in ’14. There are some openings in HK and Singapore which do not require Mandarin, but in HK most of those positions end up being filled by Mandarin speakers anyways. Singapore is a rapidly growing US big law market, but it can still be difficult to break into that market unless you have a connection to Singapore (or at least SE Asia) and are currently at a top 20 US firm, in the right practice area. Even during busy Singapore markets, there is not all that much hiring and those spots for US associates at top tier US firms and magic circle firms in Singapore are very competitive.

The interview process for US associate candidates at Pan Asia practices is dragging out quite a bit at Hong Kong and Singapore firms at present, because of the focus on hiring needs for China practices and there being plenty of great candidates on the market who don’t speak Mandarin but could fit well in any Pan Asia practice.

We think there will be an uptick in hiring of English only US associates in Hong Kong by the fall, but only if the boom continues throughout ’14. At some point, Pan Asia US partners have openings and in many cases it can be because the mandarin speaker they hired in the past few years has now been recruited by an top US China practice. When the Hong Kong / China markets are booming for a sustained period of a year or more, then almost any hiring need by any US partner in Asia will get green lighted by management (unless the biggest US recession of our lifetime is taking place) and the top tier US firms will sometimes hire a stellar English only speaker for a China and Pan Asia mix role when there is not a suitable (by their high standards) mandarin speaking candidate available for the spot. Until that happens, it will continue to be very difficult for a non Mandarin speaker on a job search in Hong Kong / China, but its not impossible.

In fact, one of our top 10 US firm clients in Hong Kong has now a great 4th to 6th year M&A US associate opening and English only is ok.

As always, feel free to reach out to us at asia@kinneyrecruiting.com to set up a call with Evan Jowers, for detailed information on any opening and also the market in general, or simply to get good career advice.


Henry Ford sat on his workbench and sighed. A year earlier, he had personally built 13,000 Model Ts with his own hands. Fashioning lugnuts and tie rods by hand, Ford was loath to ask for help. Sure, there were things about the car that he didn’t quite understand. This explains the lack of reliable navigation systems in the Model T. But Ford persevered because he knew that unless he did everything, he could not reliably call these cars his own.

“Unless my own personal toil is responsible for it, it may as well be called a Hyundai,” Ford remarked at the time.

The preceding may sound unfamiliar because it is categorically untrue. And also monumentally stupid. Henry Ford didn’t build all those cars by hand. He had help and plenty of it. Almost exactly one hundred years ago, Henry Ford opened up the most technologically advanced assembly line the world had ever seen. Built on the premise that work can be chopped up into digestible pieces and completed by many men better than one, the line ushered in an age of unparalleled productivity.

Today, an attorney refers business because he can’t do everything the client asks of him.

There are three reasons why this is way dumber than a made-up Henry Ford story…

1. The Sharing Economy has its own Wikipedia entry. But it has nothing to do with giving away business.

You learned how to share in kindergarten. Preschool if you were a precocious tyke. And yet, perhaps it’s dawning on you just how truly wrongheaded some of those early lessons were. Velcro shoes, for instance, obviate the need for any sort of lace configuration.

So you’re an adult with adult mortgage payments and adult car payments and adult allergy medicine payments. You probably need all the money you can get to support your allergy medicine habit. So why should you, adult allergy sufferer, give away an easy score? You shouldn’t. Sharing like that is for the birds.

We are in a brand-new era of strategic sharing that promises to unlock the highest potential of the human being: making money. The new sharing economy is predicated on matching dormant capital with smart entrepreneurs. You could be the smart entrepreneur.

But what of dormant capital…

2. There are too many lawyers out there. Grab one.

If you’re reading this, you’re an attorney. And if you’re an attorney, you’re probably aware of the recent… unpleasantness in the legal job market. Thousands of attorneys are being minted every year and literally dozens of them are finding jobs. In a jobs climate like this one, an attorney with business is unwise to simply give that business away. Someone has come to you with a legal problem. Through grace, good luck, gumption, or good old-fashioned grit, you have landed a client. Know that you don’t have to go it alone. There are thousands of lawyers out there waiting to help you. They dreamed of careers in litigation, municipal bonds, real estate, and maritime law. You don’t know the first thing about animal husbandry? Super! There’s an attorney out there who grew up on a farm, loaded up on animal law courses, and would love to help your client set up their free-range emu egg operation.

But I suppose that kind of subject-specific expertise would be difficult to marshal in the real world. Which brings me to the third and most important reason…

3. There are companies who collect experts like Imelda Marcos collected shoes. Use them!

It’s understandable that you wouldn’t just hire that farm kid from the last paragraph right off the street. He smells like a barn. And besides, what do you say to a kid like that?

“I’d love for you to help me on this one small emu egg deal and then I’d like you to vamoose, capisce?”

No, no, no. This won’t do. But luckily it doesn’t have to. Let’s circle back to the original premise. Someone is begging for you to take their money. Except, you don’t have the requisite expertise to assist them. Luckily for you, a company like B3 Legal has that requisite expertise in spades. You cultivate the client and a certified genius from B3 Legal comes in and gets his hands dirty with the complex legal work.

If you don’t believe me–and trust me, I don’t blame you after that ill-conceived Henry Ford analogy that began this post–perhaps you would trust one of those certified geniuses. I emailed John Enteman, an attorney with a degree from Harvard Law and nearly four decades of experience and who also has offered up his expertise as part of B3 Legal’s team, to ask why someone would go through a company like B3 Legal rather than, say, referring their business elsewhere. His answer was unsurprising. “B3 Legal clients remain in control of the advice and work provided for their clients without introducing any third-party, independent attorney.”

It doesn’t take an expert to understand that companies like B3 Legal allow attorneys to keep more of the business that they find. When someone comes to you for legal advice, you don’t deserve a finder’s fee. You deserve their business. Contact them at info@b3legal.com.

Giving away business puts me in mind of what Henry Ford once said about airplanes: “Wretched sky raptors will never make any goldarned sense to me.” (ed. note: Henry Ford almost certainly never said this.)

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How Do You Social?

Everyone is talking about the importance of Social Media in Corporate America. But it is relatively safe to say that most law firms and lawyers are slightly behind the social curve. Most lawyers, at minimum, use LinkedIn, for networking. Some even use Twitter for pushing out short, pithy content, while many have Blogs, where they write their little hearts out. The adage “it is better to give than to receive” is not always true though in the world of Social. In the Social World – it is best to listen, give back and engage.

Social Media is a communications tool that can deeply educate you about the needs and wants of your clients and prospects when used in conjunction social media monitoring and sharing tools.

Take this quick quiz and see if you know how to use Social to help you engage more with your clients or to better service the ones you have.

How do you monitor your competition or clients on Twitter?
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Do you know how to research who those folks are?
How are you using Google+ pages to enhance your search engine ranking?
Did you know YouTube is the 2nd largest search engine?
Do you know what visual storytelling is and why its important?

Whether you are a marketing professional at a large firm, or a 3rd year associate at a boutique firm, social media can help you gain a competitive advantage and help you become a better business person, that is focused on your clients.

Let us show you how. We can teach you to use Social Media in a few hours and help train attorneys at all levels of seniority and experience. We are Good2bSocial, Where Social Means Business.™ Please call us at (973) 903-5152 or email us at guy@Good2bSocial.com or linda@Good2bSocial.com to find out how we can help you today.

  • 08 Apr 2014 at 12:00 AM
  • Uncategorized

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Practical Law provides legal know-how that gives lawyers a better starting point. Our team of attorney editors creates and maintains thousands of up-to-date, practical resources that go beyond primary law and traditional legal research to give lawyers the resources needed to practice more efficiently, improve client service and add more value. To learn more, take a free trial.


No, this isn’t a pre-party before we come back next fall for the real thing. This IS the real thing. Quinn Emanuel is pushing the envelope on recruiting. The party is now. This is when you meet the partners and associates face to face. This is when we begin the dance that could land you an offer for your second summer BEFORE school starts in the fall.

First: You come to the party.
Second: If you like us, you send your resume after June 1, 2014.
Third: If we like each other, you get an offer.

We’re not waiting for fall. We’re not doing the twenty minute thing. This party is the real thing!

We hope you’ll join us, and look forward to meeting you.

RSVP: stephaniemorris@quinnemanuel.com

Michigan 1L Spring Reception
Date: Thursday, March 13th

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Date: Tuesday, March 18th

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Date: Wednesday, March 19th

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Date: Thursday, March 20th

University of Texas 1L Spring Reception
Date: Tuesday, March 25th

Columbia 1L Spring Reception
Date: Tuesday, March 26th

Yale 1L Spring Reception
Date: Wednesday, April 2nd

Harvard 1L Spring Reception
Date: Wednesday, April 3rd

NYU 1L Spring Reception
Date: Tuesday, April 8th

University of Chicago 1L Spring Reception
Date: Wednesday, April 9th

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Date: Thursday, April 10th

UCLA 1L Spring Reception
Date: Wednesday, April 16th

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Date: Thursday, April 24th

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