LinkedIn, one of our favorite sources for random details on people appearing in these pages, is rolling out a "Career Explorer" with PWC. 

Career Explorer enables college students to chart potential career paths, build a professional network and gather valuable insights into the careers they are interested in pursuing. Career paths are easily mapped out for students, based on aggregate paths that LinkedIn's 80 million members have taken before them.

After the jump - a sample pic that will make you wonder how well the tool works.

Courtesy of TechCrunch (the tool is being rolled out to university students so we couldn't see it in action or reproduce this screenshot):

Bachelor's degree, legal assistant, law clerk, attorney, partner.

What about law school?  Sure, it might be a scam, but it's a prerequisite, n'est-ce pas?

Without that, it's just like the Gnomes' business plan.

We don't have one of those fancy flashing red sirens a la The Drudge Report, but we'd break it out for this one. 

Rumor talks between Akin Gump and Orrick Herrington & Sutcliffe are in the preliminary stages. 

WSJ Law Blog:

David Schaefer, a spokesperson for Orrick, said: “Orrick and Akin Gump have held preliminary discussions about the possibility of a merger. At this time, it is premature and inappropriate to speak publicly in any detail about the process.”

Said Kathryn Holmes Johnson, a spokeswoman for Akin: “Akin Gump and Orrick are in exploratory discussions regarding the possibility of a merger.”

ALD helpfully provides the numbers:

The combined firm would have about 1,800 lawyers, according to our most recent Am Law 100 numbers. Akin Gump had a slightly higher profits per partner of $1.455 million in 2009 compared to a PPP figure of $1.36 million for Orrick.

Information about Orrick's sordid merger history and other details after the jump.

Orrick has done quite a few vulture deals in the past (not that there's anything wrong with that!), but this certainly wouldn't count.  Take a look at some of the cherrypicking they've done:

In the late 1990s, Orrick acquired most of Donovan Leisure's New York litigation practice, which pretty quickly led to that firm's demise. 

A few years later, in 2005, Orrick took the London and some other European and Asian offices of Coudert Brothers, which also went under soon thereafter.

Orrick has also scooped in to grab teams from now-defunct Thelen and Heller Ehrman, as well as Curtis Mallet-Prevost & Mosle.

The firm we know as Dewey & LeBoeuf was pretty close to being called Dewey & Orrick, as those two had lengthy discussions back in 2007. 

Akin Gump is a much-younger firm, founded in 1945, compared to Orrick's ties going back to 1863, and has mostly grown by onesy-twoseys.  We can't think of any significant mergers the firm has been involved in.

What do you think about this one?  Will it happen?  Would that be a good thing?

Staff Sergeant Salvatore Giunta will be the first living person to be awarded the Medal of Honor since the Viet Nam War. 

Then-Specialist Salvatore A. Giunta distinguished himself by acts of gallantry at the risk of his life above and beyond the call of duty while serving as a rifle team leader with Company B, 2d Battalion (Airborne), 503d Infantry Regiment during combat operations against an armed enemy in the Korengal Valley, Afghanistan on October 25, 2007. 

When an insurgent force ambush split Specialist Giunta's squad into two groups, he exposed himself to enemy fire to pull a comrade back to cover. Later, while engaging the enemy and attempting to link up with the rest of his squad, Specialist Giunta noticed two insurgents carrying away a fellow soldier. He immediately engaged the enemy, killing one and wounding the other, and provided medical aid to his wounded comrade while the rest of his squad caught up and provided security.  His courage and leadership while under extreme enemy fire were integral to his platoon's ability defeat an enemy ambush and recover a fellow American paratrooper from enemy hands. 

Airborne all the way!

(We're also just a few weeks away from the anniversary of the Battle of Mogadishu, during which MSG Gary Gordon and SFC Randy Shughart earned posthumous Medals of Honor and 16 other American servicemen were killed.  Don't forget them, either)

More details have come out about the lawyer who was posting flyers for her services as a cleaning lady.

Her name is Alice Lingo and the Daily News got in touch with her: 

Allison D. Lingo

Forgive our snobbery, but when we first read the story, we thought she was going to be yet another of the countless hordes laid off from smaller and mid-sized firms.

Turns out, she really was in BigLaw.

Her firm and a few details we've been able to put together (plus her old pic!), after the jump.

First, the question you've all been waiting for.  Which firm?

Looks like Katten Muchin (or KMZ Rosenman or KMZ or Katten or whatever they're calling themselves now)

Here's how we got there:

New York attorney registration returns one "Allison Danielle Lingo," who was admitted in 2008 and is registered through 2012.  Unfortunately, she doesn't have a current address on file. 

Fortunately, though, Avvo hasn't updated its entry for Ms. Lingo.  Her address back in 2008 was 575 Madison. 

There are a bunch of small firms in that building between 56th and 57th, and one big one: Katten. 

We did a little further digging and can't get her archived profile, but we did find her in a few publications.  Just last year she was co-author on a short memo entitled "Statute of frauds bars claim for recommending investment in Ponzi scheme," with partner Steven Shiffman.  She and Shiffman are also litigation contacts in the firm's Corporate and Financial Weekly Digest for July 31, 2009.

As if that weren't enough confirmation - that's the picture of her from the first article.  It's pretty clearly the same woman.

There's another unfortunate aspect to this story.

Katten's only reported layoffs were much earlier than that: 23 lawyers and 46 staff in March 2009, and 21 lawyers in October 2008.

It looks like she was a victim of a stealth layoff.  Not only are stealth layoffs (obviously, by their nature) flying under the radar, but they continued for far longer than expected.  This is a firm that was one of the first to lay people off - something for which they were seen as prescient, by the way - and 'fessed up to another round, but continued letting people off after all the hubbub had died down.

Answering other columnists' questions is nothing new in the legal blogosphere, so from time to time we feel free to jump on that jalopy.

Ann Israel is one of the better-known recruiters in our little slice of heaven, and she takes the time to give thoughtful, but sometimes vague and conciliatory, answers to even the most-bizarre questions.

Today we'll take a shot at this doozy:

Dear Ann,

I am a 3rd year law student at a top 5 school. I spent this past summer at one of the top 10-12 firms in the country, and was happy to receive an offer. Being a prudent law student, I went ahead and did one or two interviews at OCI just in case. Lo and behold, I was offered a position at one of the top 5 firms in New York, with a stronger practice group for what I want to do.

I feel like I should go to the more prestigious firm, but I really liked my summer experience. But I am confident that I will like the environment and culture at the new firm I have been offered a position in.

What should I do?

Our answer, after the jump.

We're straighter shooters than Ann.  This is a pretty simple one. 

Check the Layoff Tracker.

Which firm has laid off more people?

Pick the other one.

Neither firm has laid anyone off? 

Pick the more-prestigious firm.  It will likely offer a softer landing when you're eventually pushed.

No matter what happened during your summer experience, especially if you were in NY, you will not "like the environment and culture at the new firm [you] have been offered a position in."

It's all about the exit these days.

Roy Den Hollander (pictured) is being written about all over the place lately because he just lost an appeal at the 2nd Circuit, where he was trying to get "Ladies Nights" promotions banned.

See, e.g., WSJ Law Blog, the Daily News, the Post ("Party on, gals"), Gothamist, etc.

Of those, only the Journal mentions the most-important part (to us):

The suit was brought by former Cravath lawyer Den Hollander (pictured), about whom we blogged some two years ago after he sued Columbia University for offering women’s studies courses.

Yes, the man trying to pee in the dating pool used to tread the hallowed halls of Cravath - albeit in the pre-Worldwide Plaza days (Cravath moved over to the West Side building affectionately known as the Death Star in 1989).

His details after the jump.

According to his bio, Den Hollander was at Cravath from 1986-89, having done a stint in the prestigious Treasury Honors program. 

Despite that impressive credential, Den Hollander wasn't your stereotypical Cravath hire.  He started out at Brooklyn Law then transferred to and graduated from George Washington, earning Order of the Coif in '85. 

Compare that to some of his contemporaries as a Cravath junior associate: litigation partner Rowan Wilson (Harvard AB  '81, JD '84, clerk with Browning (9th Cir)); corporate senior attorney Patrick Moriarty (Chicago BA '81, Yale JD '86); and corporate partner Marc Rosenberg (Princeton AB '80, Harvard JD '83, Sears prize, clerk with Mansfield (2nd Cir)).  Lots of Ivy.

But put it in context - when Den Hollander left Treasury in '86, the market was booming and firms were being forced to look outside their traditional hunting grounds for fresh talent. 

Cravath, Swaine & Moore,  New York, N.Y., 1986-1989
As an associate wrote briefs, took and defended depositions, and prepared expert witnesses in a variety of Fortune 500 company cases.

So he made it through the market crash of 1987, then went out on his own and became a bit of a Russo-phile. 

Attorney and Business Consultant,  New York, N.Y., 2000-Present
Litigate civil cases and advise on corporate governance.

Kroll Associates Russia,  Moscow, Russia, 1999-2000
Managed and improved Kroll’s delivery of intelligence and security in the former Soviet Union.

Attorney,  New York, N.Y., Russia, Ecuador, 1990-1999
Counseled companies, individuals, and nonprofit organizations in America, Russia and Ecuador on legal and business issues, including international financing and marketing.

Along the way, he picked up an MBA from Columbia in '97 (coincidentally, the year of another crash).

He's got an interesting set of personal interests, too:

Enjoy martial arts, salsa and hip-hop.

Two out of three probably aren't bad for picking up women, despite his self-proclaimed status as the "anti-feminist."

It's that time of year.  American Lawyer has published the results of its mid-level lawyers' satisfaction survey.

As usual, BigLaw doesn't fare particularly well.

Nutter McClennen is #1 again.  Gibson Dunn carries the flag for BigLaw, coming in at a respectable #3 (up from #4 last year).

Paul Hastings made huge strides, jumping from #66 to #7.  Dorsey & Whitney was another BigLaw climber, going from #24 to #6.  Ropes & Gray (hurray for Boston?) is the fourth BigLaw member of, and rounds out, the top 10 (down from #9).

The rest of the Top 10 are smaller firms we haven't heard of (in which case we claim small-sample-size bias) or are regional.

After the jump, the bottom 10, which is, as usual, a bit more weighted down with BigLaw.

Blank Rome is the Biggest Loser this year - debuting at #137 of 137.  They edged out Curtis Mallet-Prevost, which dropped to #136 from #110, and Kaye Scholer, which was actually UP five spots, at #135 from #140 last year.

Other BigLaw firms in the bottom 10: K&L Gates #127; Dechert #128; White & Case #130; Stroock #131; Bryan Cave #132; and Winston & Strawn #133.

So BigLaw is eight of the Bottom 10, compared to four of the Top 10.

Other notables: Cadwalader #125; Cleary #18; Cravath #51 (up from #87); Kirkland #121; Latham #22 (up from #79); Sullivan & Cromwell (#69); Wachtell #16; and Weil Gotshal #49.

Any surprises?

Are women being shut out in the technology sector?  Two bloggers who started in one of the historically biggest old boys clubs, BigLaw, disagree.

White & Case and Torys alum, and currently founding editor at Mediaite, Rachel Sklar fired the first shot in the WSJ VC blog:

“Part of changing the ratio is just changing awareness, so that the next time Techcrunch is planning a Techcrunch Disrupt, they won’t be able to not see the overwhelming maleness of it,” said Ms. Sklar, referring to the influential tech conference.

TechCrunch is run by Mike Arrington, an alum of Wilson Sonsini and O'Melveny & Myers.  He thinks the startup environment is a pure meritocracy:

Success in Silicon Valley, most would agree, is more merit driven than almost any other place in the world. It doesn’t matter how old you are, what sex you are, what politics you support or what color you are. If your idea rocks and you can execute, you can change the world and/or get really, stinking rich.

That meritocracy argument is one that has been made in BigLaw forever.  As we've written countless times, it was disruptive firms like Skadden, Wachtell, and Weil Gotshal that started to break down the WASP barricades 50-60 years ago.  Will tech take that long to catch up?

Few BigLaw firms handle divorces.  Occasionally they'll do it for a big T&E client (or the sister of an associate), but even in the race to "one-stop shopping" by covering every practice area, family law is the red-headed stepchild. 

Aside from the interpersonal mess and conflicts, there's just not that much money in it - even if some firms gauchely brag about a $1 million fee.

There has to be something big involved - and a Major League Baseball team counts, we guess.

The divorcing spouses' counsel aren't BigLaw, but they sure are dragging the firms into their quagmire.

Details after the jump.

Frank and Jamie McCourt are divorcing and, not surprisingly, they're fighting over the distribution of assets, with the key one being ownership of the LA Dodgers.

Frank thinks he should keep the team, which he acquired in an LBO a few years ago.  Jamie says the post-nuptial agreement was tampered with, confusing, and included the Dodgers as a marital asset (not separate property - and there ends our ability to use actual law words in this subject area).

Both sides agreed that the couple, who married in 1979, signed six original copies of the contested agreement. Jamie McCourt signed all six copies in Boston, while Frank McCourt signed three in Boston and three in Los Angeles.

Wasser contended that there were two versions of the same agreement, thus nullifying the deal. In one version, referred to as the "California version," the Dodgers were not designated as Frank McCourt's separate property in an attached exhibit; the couple's attorney, Lawrence Silverstein, a partner in the Boston office of Bingham McCutchen, quickly replaced the exhibit hours before the documents were signed, he said.

There's your BigLaw angle - they're blaming the mess on Bingham!

In a letter, Bingham McCutchen acknowledged that the switch occurred and that the "California version" of the agreement had "disappeared," Wasser said. "Frank and his lawyers have represented to Jamie, us and you that the California version and Massachusetts version were the same, and they weren't," he said.

In response, Susman argued that Silverstein, in producing copies of the "California version," accidentally used an earlier draft that contained the erroneous exhibit. It wasn't until he provided Frank McCourt with the three copies in California several weeks later that he discovered the "insignificant and innocuous" mistake and quickly corrected it.

Susman, by the way, is Stephen Susman, about whose eponymous firm we just wrote.

"Jamie is seeking to twist a simple drafting error ... into some massive fraud," Susman said.

And she should know better.  Turns out she's a lawyer (University of Maryland) and has served as GC of the family business.  So her saying she didn't understand the documents may be a little disingenuous, according to Frank's lawyers.

He posited an alternative theory: That "lawyer Jamie" suggested drafting the agreement to protect her "nest egg" from her husband's business creditors, especially after his highly leveraged purchase of the ailing Dodgers for $421 million. By 2003, she had acquired seven additional homes worth $68 million, he said.

"Frank could've been upside down in a second," he said.

For all the deals we write about here, those that get completed are but a percentage of those that get announced.  Even greater is the gap between those that get announced and those that never even get signed.

Deals fall apart all the time for a variety of reasons.  For most lawyers, it's just one of those things.  Another deal is always around the corner.

But for most clients, selling the company is something that will only happen once in a blue moon.

Storage startup Backblaze has put its cards on the table with a thoughtful and open discussion of how negotiations for its own sale ultimately fell apart.

The story after the jump, and we identify the not-at-all-at-fault firm that was seller's counsel.

Exits are always in the back of the minds of entrepreneurs.  Whether it's an IPO or a sale, at some point they have to convert their sweat to cash.  Backblaze was slightly less concerned with that than many companies, though, and eschewed venture funding, which meant they had less pressure to sell early.

Nonetheless, they eventually got an offer that was worth massaging, engaged counsel, and tried to get it to terms they could accept.  (Bidder #1 is conveniently called "Spacely Space Sprockets")

When we received the offer, it initially fell into Scenario 1 (too low for us to consider), but after a few discussions moved to Scenario 2 (an offer we would consider, but certainly not one we were ready to simply accept.)

We felt we had good vision alignment with Spacely. We liked their people and felt like we had a shared approach to business and product development. The financial aspects of the offer were structured in multiple pieces:

* Upfront payment

* Escrow payment
 (held in case of lawsuits)
* Earnout payment (paid for hitting milestones)

However, there were a number of more subtle items to discuss:

* How long is the “lockup?” (time Backblaze can’t talk to other potential acquirers.)

* How do you define/measure the goals to hit the earnout?

* Who is liable for what risks?

We started working through these items - trying to make the right tradeoffs:

* Which items need resolution before signing the offer vs. closing the deal?
* Which items do we really care about?

* How long do we want to spend on any given item?

Sound familiar?  All the things lawyers love to quibble over (and get paid big bucks to do so).

As part of the sale process, they did a bit of an informal market check, and Cogswell Cogs emerged as another potential buyer.

Finally, it came down to a Tuesday that is deeply etched in my head.

We had offer letters from Spacely and Cogswell that were pretty close to “done” and both were anxious to sign. The offer from Cogswell was a bit better. However, we were a little further along with Spacely on the terms of the deal. Also, we heard rumors that Cogswell had previous acquisition processes that started and didn’t complete, which made us a bit nervous.

I got our team together and presented the options and it was a tough decision. In the end we decided to go with Spacely because we felt there was more clarity and the advisor’s comment weighed on us. We definitely did not want to spend time and money on a process to have it fizzle out.

However, we asked ourselves - is there a way that our mind could be changed?
Yes. We decided clarity on a few specific items, a somewhat higher offer, and a breakup fee that would compensate us for out-of-pocket costs if the deal falls apart would warrant us taking the leap of faith.

At the last minute, around midnight on Tuesday, Cogswell said yes to all of these.

As a double-check I asked, “Are you sure you and your whole team want to do the deal…and do it on these terms, because I don’t want to sign and for you to have buyer’s remorse.” Their answer was an unequivocal, “Yes.”

We all know that the hard work was just beginning.  They still had to get from the term sheet to definitive documents as well as through due diligence.

How'd that go?

At this point, Cogswell and Backblaze became engaged and it was time to meet each other’s families. We setup a digital data room and placed every relevant document we could think of into it. We filled out questionnaires. Held technical meetings and deep dives. Half-day conference calls. Contract reviews. Financial audits.

Six separate outside firms were brought in to pick up every stone, overturn every hard drive, and evaluate every square inch of Backblaze. While we appreciated that the expense they dedicated to these firms showed a level of commitment on Cogswell’s part, we also were a bit concerned that more of the actual firm’s employees were not directly involved.

We consider ourselves a very simple, clean company - and our advisors were all surprised at the amount of due diligence being done. But at the end of it, all was good and we moved forward.

Take that with a grain of salt, right?  No company is as "clean" as it thinks it is and no deal is as simple as anyone expects.

While it seemed like we had nailed down the key terms in the offer letter, it became clear at the definitive agreement stage just how many items were still left open. The Definitive Agreement is a nearly 100-page document that is broken down into key areas:

* The Transaction Itself - how much? how is it structured?

* Closing – when? how? and what will be required on the date of closing?

* A Ton of Legalese - representations, warranties, covenants and other items where each side says “I commit that the following is the case.”

Negotiating the Definitive Agreement is an ongoing process of figuring out how to balance what the business people want on both sides with what the lawyers deem important.

100 pages for a purchase agreement seems a bit long.  We suspect that's including a bunch of disclosure schedules and ancillary agreements.  Backblaze expected the process would take about four weeks, so they budgeted six. 

But even then the deal wasn't done, and exclusivity had to be extended several times.

We were getting close. Very close. The definitive was nearly done. The various exhibits were almost all final. We had agreed that Backblaze would become an independent unit within the company so that we could keep the team together and execute at full speed. We agreed on the titles and compensation packages for each person. We looked at the office space we would be move into. Even healthcare and benefits were being setup for the team.

I sent an email to our shareholders saying, “We’re within about a week of signing a definitive agreement. Please let me know if you will not be reachable to sign papers.”

Jinx!

Exclusivity expired on a Saturday.

Monday morning I got a call from Cogswell’s CEO. “I’m sooo sorry.”

In summary he said that while he really wanted to do the deal, he couldn’t get all of his board to approve it without restructuring the deal. Would we consider restructuring?

My internal reaction was, “WHAT?!? That’s crazy!”
Deep breath. “I don’t think my team will go for that.”

After having negotiated all of this up front and then spent months finalizing the details, asking for the very basics of the deal to be reconsidered threw a slew of red flags. Since this would be a marriage, it made us fear what other agreements that we are making now would be reconsidered. What would happen six months, a year, a few years after we became one?

Eventually, they concluded that Cogswell wasn't just negotiating and Backblaze decided to walk.  Spacely was no longer interested.

The BigLaw angle - Gunderson was seller's counsel (although technically they're not BigLaw, all of BigLaw owes the firm a debt of gratitude for starting the salary escalation wars of 2000).

The really interesting angle is all of the angst and expectation in the story, as well as the lessons learned, so click through for the full perspective.

We found it a refreshing reminder that deals come and go for lawyers, but for people at the companies, they're life-changing events with all of the attendant hope, confusion, and drama.