How to Evaluate If the Offer is Good? |

How to Evaluate If the Offer is Good?


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I need your help with how to best negotiate an offer I have. I am a third-year corporate associate focusing exclusively on mergers & acquisitions. I have an offer from another firm to join their corporate securities practice. Because I've focused on M&A, I don't have any real securities experience yet, but I think I can get up to speed pretty quickly, and based on what I know, I think I'll enjoy securities more than M&A. I got my offer last week, and the firm wants to bring me in as a first-year associate at a much lower salary than my current job. Their justification is that I don't have the experience of a third-year securities associate. Does that make sense, or are they being cheap? (C.C., New York)
How to evaluate if the offer is good?


Dear C.C.,

The issue of "taking a lap" when you switch practice areas is very common. Often, when making a practice-area switch, taking a hit in class year makes complete sense, especially for the incoming attorney.

I've seen numerous associates interpret reductions in class year the wrong way and think that firms are being "cheap" because they want to pay lower salaries. Usually, this is hardly the case. Rather, a firm is going to want to set your billing rate at the maximum rate possible in light of your experience and the client's needs. From a business perspective, a firm would not want to bill you out for less money than you're worth. But firms will not bill you out for more than they think clients will want to pay based on your experience. Thus, firms have a juggling act to contend with when they bring in associates who are switching areas. Remember-they want to bill you out as highly as possible, but not too highly, based on your relevant experience and their clients' needs. Your billing rate is largely driven by clients' needs.

For your benefit, taking a reduction in class year (and a lower billing rate) will afford you more time for training and getting up to speed. Partners will be more lenient if a project takes you more time because your billing rate will be lower. While you're learning a new area, why put yourself under the stress of having to complete projects more quickly? As partners often say, "the client will expect somebody at your high billing rate to complete this task much faster."

Another consideration is the fact that your performance will be judged in comparison with the performances of other colleagues at your same year level. If you enter as a third-year associate, your performance will be compared with the performances of other third-year associates, many of whom, I imagine, will have two solid years of securities experience under their belts. Would you want to step into a situation where your "equals" are much more skilled than you and you're trailing behind? This could hurt you in many ways over the years.

There are some associates who, in my opinion, place too much emphasis on the fact that they may be taking a reduction in salary without focusing on the dangers of entering at too high of a year level. When making a practice-area switch, focusing too much on the incoming salary usually does not make business sense and indicates very short-term thinking. The phrase "cutting your nose off to spite your face" comes to mind.

So, with this background in mind, let's consider your situation. Despite my comments above and based on what I see happening in the market, bringing you in as a first-year does strike me as a bit extreme. Why? As a third-year M&A associate, you have some relevant experience and are not starting from scratch. While you haven't worked in securities, you have still worked on M&A deals, and it's not as if you're coming from an insurance-defense litigation practice and have never worked in a corporate practice. Furthermore, much of the ramp-up time for first-years involves learning how to survive as an associate in a law firm. You obviously already know how to do this. Indeed, somebody at your year level and with your experience knows how to bill time, handle transactions, and essentially survive day-to-day as an associate in a law firm. I've seen people in situations similar to yours enter as second-year associates and get up to speed rather quickly.

In your case, if the firm has not already explained its reasons for offering to bring you in as a first-year (which I'm sure it did), I'd ask for its reasons. (Don't approach it as if you're insulted; rather, approach it as if you're simply trying to better understand the firm's business reasons for doing so.) Remember-a firm does not want to bill you out at a lower rate if it doesn't have to.

If you don't agree with the firm's rationale and you still want to attempt to negotiate entering as a second-year, you should do what good attorneys do: make your case. Point out your relevant and transferable experience and explain why you believe you will be ahead of most first-years (who just started around five months ago). Or you could try to obtain an upfront signing bonus to compensate you for the significant reduction in pay that you'll be experiencing. That way, the firm can still bill you out at a lower rate while helping to compensate you for the reduction in salary.

If, after hearing the firm's explanation, you agree that entering as a first-year makes sense, you may want to consider the following strategy (which I have seen work successfully). If, after the end of your first year, you are performing very well and above your year level, the firm will consider bumping you up to third-year. In other words, based on your experience and the fact that you have successfully handled the transition to securities, you would skip a year level.

In short, don't lose sight of the forest for the trees. If you are looking to switch practice areas, it makes sense to be reasonably flexible and focus on your long-term goals rather than your immediate salary and year level. A little flexibility now can go a long way.

About Harrison Barnes

Harrison Barnes is a prominent figure in the legal placement industry, known for his expertise in attorney placements and his extensive knowledge of the legal profession.

With over 25 years of experience, he has established himself as a leading voice in the field and has helped thousands of lawyers and law students find their ideal career paths.

Barnes is a former federal law clerk and associate at Quinn Emanuel and a graduate of the University of Chicago College and the University of Virginia Law School. He was a Rhodes Scholar Finalist at the University of Chicago and a member of the University of Virginia Law Review. Early in his legal career, he enrolled in Stanford Business School but dropped out because he missed legal recruiting too much.

Barnes' approach to the legal industry is rooted in his commitment to helping lawyers achieve their full potential. He believes that the key to success in the legal profession is to be proactive, persistent, and disciplined in one's approach to work and life. He encourages lawyers to take ownership of their careers and to focus on developing their skills and expertise in a way that aligns with their passions and interests.

One of how Barnes provides support to lawyers is through his writing. On his blog,, and, he regularly shares his insights and advice on a range of topics related to the legal profession. Through his writing, he aims to empower lawyers to control their careers and make informed decisions about their professional development.

One of Barnes's fundamental philosophies in his writing is the importance of networking. He believes that networking is a critical component of career success and that it is essential for lawyers to establish relationships with others in their field. He encourages lawyers to attend events, join organizations, and connect with others in the legal community to build their professional networks.

Another central theme in Barnes' writing is the importance of personal and professional development. He believes that lawyers should continuously strive to improve themselves and develop their skills to succeed in their careers. He encourages lawyers to pursue ongoing education and training actively, read widely, and seek new opportunities for growth and development.

In addition to his work in the legal industry, Barnes is also a fitness and lifestyle enthusiast. He sees fitness and wellness as integral to his personal and professional development and encourages others to adopt a similar mindset. He starts his day at 4:00 am and dedicates several daily hours to running, weightlifting, and pursuing spiritual disciplines.

Finally, Barnes is a strong advocate for community service and giving back. He volunteers for the University of Chicago, where he is the former area chair of Los Angeles for the University of Chicago Admissions Office. He also serves as the President of the Young Presidents Organization's Century City Los Angeles Chapter, where he works to support and connect young business leaders.

In conclusion, Harrison Barnes is a visionary legal industry leader committed to helping lawyers achieve their full potential. Through his work at BCG Attorney Search, writing, and community involvement, he empowers lawyers to take control of their careers, develop their skills continuously, and lead fulfilling and successful lives. His philosophy of being proactive, persistent, and disciplined, combined with his focus on personal and professional development, makes him a valuable resource for anyone looking to succeed in the legal profession.

About BCG Attorney Search

BCG Attorney Search matches attorneys and law firms with unparalleled expertise and drive, while achieving results. Known globally for its success in locating and placing attorneys in law firms of all sizes, BCG Attorney Search has placed thousands of attorneys in law firms in thousands of different law firms around the country. Unlike other legal placement firms, BCG Attorney Search brings massive resources of over 150 employees to its placement efforts locating positions and opportunities its competitors simply cannot. Every legal recruiter at BCG Attorney Search is a former successful attorney who attended a top law school, worked in top law firms and brought massive drive and commitment to their work. BCG Attorney Search legal recruiters take your legal career seriously and understand attorneys. For more information, please visit

Harrison Barnes does a weekly free webinar with live Q&A for attorneys and law students each Wednesday at 10:00 am PST. You can attend anonymously and ask questions about your career, this article, or any other legal career-related topics. You can sign up for the weekly webinar here: Register on Zoom

Harrison also does a weekly free webinar with live Q&A for law firms, companies, and others who hire attorneys each Wednesday at 10:00 am PST. You can sign up for the weekly webinar here: Register on Zoom

You can browse a list of past webinars here: Webinar Replays

You can also listen to Harrison Barnes Podcasts here: Attorney Career Advice Podcasts

You can also read Harrison Barnes' articles and books here: Harrison's Perspectives

Harrison Barnes is the legal profession's mentor and may be the only person in your legal career who will tell you why you are not reaching your full potential and what you really need to do to grow as an attorney--regardless of how much it hurts. If you prefer truth to stagnation, growth to comfort, and actionable ideas instead of fluffy concepts, you and Harrison will get along just fine. If, however, you want to stay where you are, talk about your past successes, and feel comfortable, Harrison is not for you.

Truly great mentors are like parents, doctors, therapists, spiritual figures, and others because in order to help you they need to expose you to pain and expose your weaknesses. But suppose you act on the advice and pain created by a mentor. In that case, you will become better: a better attorney, better employees, a better boss, know where you are going, and appreciate where you have been--you will hopefully also become a happier and better person. As you learn from Harrison, he hopes he will become your mentor.

To read more career and life advice articles visit Harrison's personal blog.

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