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It’s 12:35 p.m., and Tony Wang isn’t freaking. Not yet. He’s still got 33 minutes before his client announces a $400 million acquisition. Thirty-three minutes to reach agreement on the remaining terms of the deal and round up all the signatures. Wang has managed to bang out most of the sticking points, but the lawyer for the target company, a senior associate at a major Los Angeles firm, won’t budge on the 280G waiver. Internal Revenue Code section 280G imposes tax consequences on a deal if certain individuals, typically executives, receive golden parachutes (usually an accelerated vesting of their stock options) upon acquisition of the company. A 280G waiver relinquishes their right to the parachutes unless 75 percent of the shareholders approve the deal. The target’s executives have already agreed to sign waivers, but now Wang has learned, at the last minute, that many more employees have immediate vesting rights and might be subject to the 280G provision. Wang wants an assurance that anyone who meets the 280G threshold will sign a waiver. The L.A. lawyer says he doesn’t need the waiver because the target’s executives have agreed to give up their golden parachutes. It’s a circular argument, and it misses the point, but logic hasn’t prevailed — and time’s a-wasting. Wang is a second-year associate at Brobeck, Phleger & Harrison’s Palo Alto, Calif., office. This morning he’s wearing cross-trainers, painter’s pants, and a dark blue polo shirt over a white T-shirt. Good-looking, fit, and athletic, with funky half-moon glasses, and a buzzed-on-the-sides, moussed-and-spiky-on-the-top haircut, Wang looks as if he were at a frat party the night before. A graduate of the Georgetown University Law Center and, before then, the University of California, Berkeley, Wang decorates his office with UC memorabilia: caps, banners, shirts, posters, and pom-poms. In photos on his bulletin board, Wang smiles with various Berkeley buddies. In many ways Wang could be the poster boy for the new economy. His parents are immigrants from Taiwan who raised his brother and him in Rockville, Md. Both of his college roommates are now technology millionaires. He mocks them, calls them geeks, but it’s clear that he admires them. What he’s learned (and loves) about technology, he’s learned from them. When he graduated from law school, Wang had offers from several top New York firms, but he came to Brobeck because he believed Palo Alto offered the most opportunities. Wang’s speech is quick, so rapid it’s almost slurred, as if he can’t get the words out fast enough. His hands flick over his keyboard, firing off an e-mail to a Brobeck benefits attorney about the 280G issue. On his speakerphone, the client’s vice president for business development wants to know what’s causing the holdup in finalizing the acquisition. Wang’s second line rings, and he puts the business development guy on hold, thinking it might be the opposing counsel with a compromise. But it’s not. It’s a broker calling to get an opinion letter so that he can sell previously restricted shares after the acquisition. It’s one of dozens of calls Wang will get during the day from brokers anxious to sell. Joe Wyatt sticks his head in the door. He’s a first-year who’s working on the acquisition with Wang. Wyatt has already sent signature pages to the opposing counsel in escrow and is waiting for the opposing counsel to do the same. Nothing is final until both sides sign off and the signature pages are exchanged. Wang takes his client’s VP off hold, and he explains the 280G problem to him and Wyatt. This is not what the VP wanted to hear: There’s a conference call with analysts to announce earnings at 1:05, and the client wants to announce the news about the acquisition three minutes into the call. They can’t put it off, the VP says. Wang understands. He’s trying to stay cool, but his eyes dart about the room as if he were looking for an air pocket or an escape hatch. About an hour ago, Curtis Mo, the 37-year-old head of Brobeck’s Palo Alto business and technology group, left Wang in charge. Now you can almost see him wishing Mo would return from his meeting. Finally, at 12:45, opposing counsel caves on the 280G waiver, but then he starts arguing about the proper amount to be placed in escrow for future tax liabilities. There simply isn’t enough time to crunch the numbers before the call to the analysts. Wang suggests they agree to agree on the escrow but settle upon the amount later. This seems to satisfy the L.A. lawyer. It’s now 12:55. They have ten minutes to receive all the signature pages. There are 115. The VP is back, calling from his cell phone. “Can we do this?” “Where are the sig pages?” Wang asks Wyatt, a hint of annoyance in his voice for the first time. “They’re coming in.” “Get back there and wait for them.” It’s one o’clock. The signature pages are straggling in, but it’s clear that Wang isn’t going to receive them in the next five minutes. Wang suggests they have a deal, and that the signature pages are just a formality. The VP wants formality, however. He decides to delay the announcement. At 1:25, with 70 signatures and counting, the VP changes his mind. They’ve got a deal. You have to wonder about a law firm that invites a reporter into its midst and literally gives him the magnetic entry card to the kingdom. It’s a brilliant PR move, an act of sheer stupidity, or both. Yet that’s exactly what Brobeck did over the course of a week. I spent three days in the Palo Alto office shadowing three associates and interviewing dozens of others, then two days in the San Francisco office with the same schedule. The only restriction was that I not identify clients, and Brobeck reserved the right to kick me out of the room if confidential or privileged information was being discussed — a right it did not exercise. I wanted to find out whether the life of an associate was different in the high-tech capital from the lives I’ve reported on back East. I also wanted to see how dramatically lawyering had changed since the last boom — Wall Street in the eighties, when I worked as an associate in New York and Washington, D.C. Is all of Silicon Valley’s hype about its “new paradigm” justified, or is it just good marketing? Has the salary madness improved young lawyers’ lives — or ruined them? Has the Nasdaq crash and dot-com burn sent these high-flying associates spiraling down to earth? And most important, who has better sushi? You wouldn’t want to work in Palo Alto if you could help it. First of all, there’s no place to eat. Grabbing a burger or a burrito means getting into your car and driving 15 minutes past some of the ugliest real estate in the country. It’s hard to believe that the priciest homes in the land are nestled behind these squat and forlorn buildings. You have to get off the highway, away from the strip malls and car dealerships, to appreciate the beauty of Palo Alto. Drive west into the mountains, up to Stanford University’s campus, where you can see the rolling hills and desert flowers. If you’re a student or a dot-com billionaire, you might even have a room with a view. For associates, however, it’s south toward San Jose, or north toward San Francisco — bedroom communities of a bedroom community. But there’s a reason associates choose to work in Palo Alto, and it’s pretty obvious within an hour of getting there. There’s a buzz in the air, an electricity that comes from the frisson of billions of dollars in high-tech capital changing hands. Listen to the sound of venture capitalists with dough to burn in the restaurants and bars. It’s the tap-tap of a Palm Pilot and a dream. Silicon Valley is like Wall Street reimagined by William Levitt and set in the chaparral. Except it’s more expensive. Much more expensive. And a lot more fun. Take Taylor Stevens. He’s a second-year, a Santa Clara University law school grad with an MBA. (On January 1, Stevens — like the other associates mentioned in this article — advanced a year in rank.) Tall, good-looking, and athletic, Stevens wears his hair short and is outfitted in the the Brobeck uniform of T-shirt under polo shirt with khakis. (After a week I began to wonder whether Brobeck recruited from the J. Crew catalog.) I listened to him spend much of his day fielding phone calls from CEOs of Internet startups, many of them Indian immigrants. Half of all Silicon Valley startups in 1999 were founded by Indian engineers. Though a partner is nominally in charge of Stevens’s work, it’s clear from the tenor of the phone calls that these are his clients. The CEOs treat him like a general counsel, plying him with questions on topics ranging from obtaining their next round of venture financing to handling a personality conflict on the board of directors. He responds thoughtfully, with the measured cadence of a surfer — which, it turns out, he once was. He says things like, “We’ve got the deliverables for you,” which is corporate-speak for B-round financing documents. Everyone I met in Palo Alto — such as Julie Freese, an M&A second-year who was running her own deals — seemed to have more responsibility than my 1980s contemporaries in New York and their present incarnations. They had client contact and handled their own caseloads. They dealt directly with partners and with opposing counsel, some of whom were quite senior to them. They appeared to be inundated with in-house job offers — two or three a month, by one associate’s estimate. Only the Nasdaq crash has put the brakes on the exodus. For the moment, many deals are on hold, hung up by bankers who can’t agree on a fair price in a market that drops by the hour. But given the cyclical nature of the tech market, the exodus is sure to resume. It’s not as if the offers aren’t still coming. It’s just that the associates are growing more cautious. Brobeck associates are also richly compensated, with starting base salaries at $125,000; when they’re involved with startups, they receive founder’s shares and stock options. Despite the dot-com downturn, the cash still turns heads; you can see it in the number of laterals hired from East Coast firms. (For the record, Wang admits that a number of his dot-com holdings are dogs.) In the past year Brobeck’s numbers grew by 45 percent, according to the National Law Journal‘s NLJ 250 rankings; it was the largest rate of nonmerger growth of any firm in the survey. Because this is the first year since Brobeck and other large law firms dramatically increased associate salaries, we’ll have to wait for the end of the recruiting season to see if the money changes the complexion of the first-year class. Brobeck chairman Tower Snow, Jr., asserts that most of the firm’s lawyers are graduates of top 10 schools. But the majority of associates I met were from California schools, with few Stanford grads. (A look at the firm’s Martindale listings confirms this.) With demand for associates so strong lately, the firm has had to recruit from a wider variety of law schools in the last few years, Snow admits. But as one associate acknowledged, the firm’s reputation might have suffered. The word on the street, according to this associate, is that “if you have a pulse, Brobeck will hire you.” A long, long time ago, say in 1987, the San Francisco Bay Area was the place that young lawyers went if they wanted a “lifestyle firm” — 1,600 hours a year and plenty of room for mountain biking and hiking, skiing, and surfing. Much, if not most, of that seems gone, swept away by the high-tech frenzy. Although the partners try to play down the hours worked, it’s clear that the associates are billing New York time. Brobeck’s bonus structure encourages the hours. Associates are not even eligible for a discretionary bonus unless they bill 1,950 hours. The first fixed bonus comes at 2,100 hours, the second at 2,250, and the third at 2,400. All the associates I met billed at least 2,000 hours the previous year. Some, like Wyatt, were close to 3,000. Most seemed to hover in the 2,200-2,500 range. These hours don’t encourage a “lifestyle.” That’s why, as one young associate admitted to me, she doesn’t intend to continue working at Brobeck once she has children. The hours, she says, are “a killer.” Palo Alto, with its startup mania, seems worse than San Francisco in this regard. The American Lawyer‘s midlevel associate survey gives Brobeck’s Palo Alto office a score of 3.8 for emphasis on billables, while the San Francisco office gets a more laid-back 3.3. Palo Alto is also, in the words of a female associate, “a man’s world.” It’s true that Brobeck’s office there often feels like a sports bar, with guys in caps and lots of talk about the Giants. According to Brobeck’s own statistics, 59 percent of the associates in its Palo Alto office are men. (Only 43 percent of the associates in the San Francisco office are men.) Brobeck’s San Francisco office is more subdued, closer to the clich� of the corporate law firm. Yet the feeling is still one of associates in charge. One day I watched associate Elisa Lee meet with partner Joseph Siino and a new high-tech client who wanted to tie up his employees with a consulting agreement he had drafted. It turned out he needed help with more than just the agreement. There were also licensing issues and trademark concerns he hadn’t considered. He spoke in a mixture of techno-babble and gobbledygook, and the Brobeck attorneys struggled to understand him and his business model. Siino fled the meeting early, leaving Lee in charge. She talked him through the software (something to do with providing interfaces for ASPs — you don’t want to know) and gently gave him pointers on the agreement. In my notes I wrote: “She is dancing around having to tell him that his draft sucks.” At the end of the meeting the client, no older than Lee, sought her reassurance about the agreement. She said it was fine, but that she’d made some changes and would get it to him tomorrow along with a standard licensing agreement. You could almost hear him sigh with relief. Down the hallway from Lee, Angela Hilt and Lindsay Freeman, associates in the business and technology group, work quietly at their desks, editing M&A documents for their underwriting clients. They work mostly for underwriters, not directly with high-tech startups. As a result, their practices seem quieter, less frenzied than Wang’s, Wyatt’s, and Stevens’. I keep checking in on them, and they keep apologizing for not having anything more exciting going on. Both are heading to England, taking Brobeck up on its all-expenses-paid offer to work in the London office for a few months. Freeman, a third-year, is already organizing her files for the trip. Hilt’s office is a little messier, but both offices look as if their occupants haven’t quite settled in. Maybe that’s because even in a dot-com downturn, associates don’t really own their offices; they just rent them. A few hours later, Hilt and I have lunch. The sushi is excellent. So are things really different? Do the naughts trump the eighties? Does high-tech trump investment banking? Is the West really best? The short answers are yes, yes, and yes. Now is the time to be an associate, and the strip of land between San Jose and San Francisco the place to do it. Listen: Youth is an advantage in a town where many, if not most, of the start-up clients are no older than junior associates. Clients do not have the same prejudice about working with junior associates, and may actually prefer it. As one Brobeck partner admitted to me: In this environment, age can be a liability. It’s difficult to imagine the 55-year-old CEO of an East Coast bank explaining his business to a 30-year-old attorney. Subtract 25 years from the CEO’s resume, and it’s easy. Because the West Coast law firm model (taking startups from business plan to IPO, and guiding clients through the venture capital process) is relatively new, there really are no eminences grises, the old fogeys who know the arena like the backs of their gnarled hands. Everyone is learning the business, and associates, who do the bulk of the hands-on work, often learn more than their older mentors. Brobeck has been criticized for giving too much responsibility to junior associates, leading to sloppy drafting and underdocumentation, as if three partners and seven associates were needed on every deal. But I think the criticism is unfair and presumes that age and numbers equal wisdom and precision. They don’t. Overstaffing is a big-firm disease, one that too many New York firms suffer from. Drafting by committee doesn’t make a deal more airtight; it doesn’t make the sloppy clauses disappear. It just creates more clauses to litigate over. Another factor is sheer desperation. The demands of the economy make West Coast firms more willing to give associates the ball. What choice do they have? Partners are often overwhelmed with work and have to pass off all but the most essential matters. The attrition rate has also awakened them to the misery of life without associates, and they’re taking pains to keep them. (It’s not just the money, stupid: It’s the work, and the feedback, and the responsibility.) Associates feel empowered by the booming economy and the knowledge that job offers are plentiful, if riskier. The slowing market has made them less willing to jump ship, but they know they still have the option. In the 1980s, no such options were available to anyone but the smallest slice of the corporate group in New York who could take skills to investment banks. Even now, in-house jobs in Manhattan are scarce unless you know the difference between a derivative and a depreciation. Much of what makes Brobeck different, I suspect, is not about Brobeck per se, but about the culture of California and Silicon Valley. People are willing to take chances there. They aren’t hung up on hierarchies. People of all different colors mix in the business world, and the casual environment is about more than just the clothes. East Coast law firms pay a lot of lip service to giving associates as much responsibility as they can handle, but given the staffing of most matters, and client reluctance, it’s an empty promise. Take away client reluctance and the luxury of staffing matters with many layers, and you have the beginnings of a prescription for associate happiness. This is not to sugarcoat the practice of law or Brobeck. When I asked one associate what he was working on, his quick, unscripted response was, “The same old crap.” Lord knows, there are still mountains of it — documents and due diligence and interrogatories and obnoxious adversaries. But if you can’t sell your screenplay, and your trust fund doesn’t materialize, there’s always Brobeck. Go west; there are convertible debentures in them thar hills.

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