Author Archives: corptrends

How My Mentors Found Me

Finding a mentor is like looking for the Perseid meteor shower in the city. It takes time, dedication and a bit of luck to see 1 falling star.

Like a stylish black blazer, mentors have become part of the must haves of the professional world. Mentors provide invaluable advice, connections, advocacy and strength. We are in the thick of on campus recruiting  and the most frequent question I get from candidates is how does your firm assign mentors. I tell them, we have a formal program, but honestly, my mentors found me.

While there are hundreds of articles that talk about how to find a mentor, there are less that talk about how a mentor finds you. I am fortunate to have several mentors but the ones that have impacted my life the most are those who decided they would invest time in me not those who were told to invest time in me. These senior rain makers and influencers recognized the commitment I had to their clients and the firm at large. They recognized that my success would translate to success for others. No discussions were had about this wonderful development. It was not like in the movies where I was ushered into a corner office and told I had become the heir apparent.

It started with receiving more feedback (both positive and negative). It grew to invitations to events and emails suggesting I take certain actions. Eventually it peaked with positive endorsements and them knocking down doors. I acted quickly on every single suggestion given. Most challenging was accepting the criticism. I ruminated for days and a few times was inconsolable. Eventually the haze would clear and I would remind myself something an early mentor told me- If I did not care about your growth, I would never bother to say anything to you. 

This is not to say that all it takes to get a mentor is to do good work and they will find you. I stepped up my game every project I could, actively finding ways to get in front and show everyone what I had to offer. I lost hours of sleep. I spent too many non-billable hours refining my process. I missed a few fun events in the name of professional growth. I did these things not because I was looking to attract a mentor but because I wanted to be great at what I do. I crave the happiness that comes from doing what you love well.

The great mentors are busy people and they will not waste time on someone who isn’t hustling for excellence. Mentors help those who can bring something to their mentors. Mentors help those who can bring something to others, be it the law firm at large, an alma mater or even a specific cause.

Mentors offer opportunities and inspiration. You should absolutely be on the lookout for them. Just remember mentors are on the lookout as well and you can actively take steps for them to find and choose you.


California Consumer Privacy Act of 2018

Privacy Please! You can’t see me right?

On June 28, 2018, Governor Jerry Brown signed into law the California Consumer Privacy Act (CCPA). The CCPA has many similarities to the General Data Protection Regulation of the European Union (GDPR), but there are several differences.  Given that California is the home of many tech giants, it makes sense for this legislation to be enacted here and it also means there will be a big push by such tech giants to remove some teeth from the law.

What Is It

CCPA protect the rights of Californians to access and delete the information that companies collect.  CCPA permits Californians to opt out of their data being sold and prohibits the sale of personal information from those under 16.   Additionally, CCPA would provide consumers in certain cases with a right of action in the event of a data breach if the company failed to implement and maintain “reasonable security procedures”.  CCPA is targeted at larger businesses which either (i) have an annual gross revenue in excess of $25,000,000, (ii) buy, sell, or receive for commercial purposes personal information for 50,000 or more customers, or (iii) derive more than half of their annual revenue from selling consumers’ personal information.


Consumers have been calling for stronger data privacy rights.  As the CCPA notes:

As the role of technology and data in the daily lives of consumers increases, there is an increase in the amount of personal information shared by consumers with businesses. California law has not kept pace with these developments and the personal privacy implications surrounding the collection, use, and protection of personal information.

Data breaches affecting consumers worldwide have become routine and without doubt the large consumer breaches of late combined with the Cambridge Analytics scale has certainly spurred action to be quickly taken.  News reports say that the CCPA was a law minute compromise between California lawmakers and Californians for Consumer Privacy. Critics have argued that because of the rush to implement, the CCPA is too broad.

What Now

The CCPA will not become effective until January 1, 2020 and certainly many revisions will be made to the regulations.  Open questions include:

  1. How will CCPA be enforced?
  2. How do you know if someone is a Californian?
  3. How do companies make the privacy rules for Californians compatible with those in other states or countries?
  4. Will a national data privacy rule follow?

For lawyers, this will certainly spur discussion with clients on data privacy policies and practices, representations made in contracts and how to best limit liability in the event of a breach.  Keep an eye out for the latest developments on how this may impact your clients (and you personally).

For those interested in reading the full text of the CCPA (because, truth time, we lawyers find that kind of reading exciting), you can find it here.

Point One- Links of Note

The weekend proved to require more work than I expected. During these times, I make a conscious effort to ensure time I do have with my family is quality time. Whether that’s a house hockey match with my son, or enjoying a cup of coffee with my husband, it’s all about the quality. I am doing what is best for my family every day, even if I’m not physically there each moment. In my heart I know that is true, but it doesn’t always stop the guilt. Moments like this, I know it’s time to take a Point One break- 0.1 hour or 6 minutes to remember that I am very happy at being a working mom and I am doing right by my family.

Drop the guilt fellow working moms. It will be ok.

Having a working mom is a positive thing.

There was a moment of guilt before eating this duck and bacon pizza. And then the pizza was consumed.

Weinstein Clause

The #MeToo movement has found its way into M&A.  Companies are taking steps to prevent liability for the inappropriate behavior of its executives by including in contracts a “Weinstein Clause” or a “MeToo Rep”.

What Is It

A Weinstein Clause allows a buyer to recover proceeds in the event allegations of misconduct arise with respect to those in leadership. The purchase agreement will include a representation of the seller that no misconduct or allegations of misconduct have been made against executives. A portion of deal proceeds is then subject to escrow or holdback in the event that representation is found to be false. Deal proceeds may also be subject to clawback. The Weinstein Clause is intended to shift the liability of bad actors from the buyer to the seller


Aside from providing recourse to buyers, the Weinstein Clause has the benefit of incentivizing the seller to do social due diligence on itself. Sellers and their counsel will provide due diligence materials for all aspects of the business but often this does not include information on the key employees and leadership. People can be more important than the technology or product behind the company (see previous post on acquihires) so it makes sense to protect against the liability that can arise from misconduct.

New Standard?

Misconduct in the workplace is not a new phenomenon but the #MeToo movement has certainly brought light and greater scrutiny to the issue. The inclusion of the Weinstein Clause is still in its early stages and it will be interesting to see how disclosures are made to address this representation.

What Is Schmuck Insurance?

Schmuck insurance is a form of protection a seller may request in an M&A.  If the buyer sells the acquired company (or otherwise experiences some sort of liquidity event) within some defined period of time after closing for a price that exceeds some defined hurdle, the buyer is obligated to share in some way with the seller the excess of the price in that subsequent transaction over the original deal price. Schmuck insurance is often less about the money and more about protecting one’s reputation. A seller does not want to appear foolish for having sold his company for far less than it was actually worth.

A famous case involving schmuck insurance involved Bill Ackman and Carl Icahn. Ackman sold his shares of Hallwood Realty to Icahn for $80 a share. It was trading at $60 a share and Ackman believed it was worth north of $100 a share. The unit purchase agreement included schmuck insurance which said if Icahn sold the shares within 3 years at a profit of 10% or higher, Ackman would be entitled to share in the sale proceeds. The case ultimately hinged on what was meant by the word “sale” (a reminder to all lawyers that even intuitive words can be ambiguous).

Photo taken at the Aggretsuko pop up in San Francisco. It’s what I imagine sellers would look like upon receiving news that they would have benefited from schmuck insurance.

Excel for Lawyers

I am often asked whether my MBA helps my corporate law practice (more on that in a forthcoming post).  One skill I credit to business school is proficiency in Microsoft Excel. Corporate law is not an area of law where one can escape math and numbers. Sorry to break that to those who went into law because math was not their thing. Here are a few ways that Excel is regularly used by lawyers:

  1. Liquidation Waterfall- Being able to use Excel to model how proceeds will be distributed to stockholders in the event of a change in control is important for any lawyer representing emerging growth companies or involved in mergers and acquistions.
  2. Calculating Interest– Although calculation of interest on a loan can be done through programs or with paper and pen, Excel is useful when modeling how principal and interest is converted into capital stock.  The Excel spreadsheet can be set up automatically adjust when variables are changed (such as date of conversion).  It also provides an easier way to ensure all parties are in agreement and obtain sign off on the numbers.
  3. Stockholder Votes– For emerging growth companies, the ability to amend corporate documents or engage in particular activities may require the consent of different stockholders based on different thresholds. Excel can be used to more efficiently track stockholder votes to ensure that the requisite approval threshold is reached.

Knowing your way around Excel also helps you to speak the language of your clients in the business sectors. Fortunately an MBA is not the only way to learn Excel.  There are dozens of online resources for Excel (including this), as well as books on the subject or even through Google/trial and error. It is definitely worth your time to learn the basics of Excel.

Point One- Links of Note

Although the life of a big law attorney means always being available, weekends can provide a respite. I typically devote Sunday night to two things: Spending some time outdoors and preparing for the week ahead. The former means sunset walks while the latter means sending emails and scheduling commitments. Sometimes all you need is a Point One break- 0.1 hour or 6 minutes off from preparing for the work week to catch up on links of note.

Some career tips for women I haven’t heard put this way

I struggle with how to heed this advice given the job

I can read about the habits of successful people all day


Parental Pressure

For my fellow lawyers with children, this is a great read.  Law 360: From Billable Hours to Bedtime Stories: Lawyering with Children


“The number of hours lawyers are expected to be available has increased,” said Joan C. Williams, a professor at University of California, Hastings, College of the Law. “It means attorneys sometimes feel that in order to be full-time lawyers, they have to be absentee parents. People make it work, but does it create severe pressures on parents? Yes, it does.”

“Amid these increasing billable-hour demands, lawyers with children face the added pressure of shifting gears more often between home life and work life.”


Finding Happy

Practicing law can be intense, especially big law. We are always available to clients and constantly churning work product. It can be exhausting but the key to longevity is to find happiness wherever you can, each and every day, no matter how small.

My happiness of the day was trying out a new coffee shop. I had extra time before attending a Board of Directors meeting for a client so I took the opportunity to walk around the neighborhood and see where I could find some coffee. When I’m near home or work, I always default to my favorite coffee shop but I love any excuse to try new places to eat. Trying out this new to me coffee shop was my way of finding happy. And the extra caffeine to get through a full day of meetings was a bonus.

Art of Gathering

I am terrible at meditation. This is likely true for many Type A corporate types whose natural inclination is to go and do. But because I’m Type A, I push myself to do most things that will improve business performance. Enter short form meditation and my new practice of simply repeating a recently heard meaningful phrase as I get my afternoon coffee.

The short form meditation of today comes from Priya Parker’s book The Art of Gathering. In it she mentions learning from a Japanese tea ceremony the phrase “ichi-go ichi-e“. This roughly translates into “one meeting one moment in your life that will never happen again”.  The Japanese are taught to be very mindful during tea ceremonies, be present in the moment and be present with those you are with.

I may never be able to turn off the running list of to do’s in my head. But for a brief moment as I pause to get my much needed cup of coffee, I can think ichi-go ichi-e. This moment will not happen again. Now back to billing I go.