I'm David Marcus, host of Drinks with the Deal. And today our guest is Jenny Hockenberg, an M&A partner at Freshfields in New York. Jenny, thank you so much for joining us today. Well, thank you David very much for having me. Always a pleasure to be with you, even though the drinks are actually a cup of coffee this morning, but so be it.
So we're going to talk about several things on today's podcast. First, a little bit about you and your background and how you came to practice law and specialize in M&A. A little bit about... drafting and negotiating, building both of those skills and how they really are very different skills. And then...
transitioning to partner, what that's like for a young partner and how you think about the job differently as a result. So with that, tell us a little bit about yourself and how you came to practice law. This is a question that requires such a long answer. I think I need to take you a few steps back in my personal life history and life journey. I was born in Sofia, Bulgaria. You can probably tell there's an accent when I speak.
And it was the dream of my life to come to the United States. I view this country as the best country on the planet Earth. And growing up where I grew up, it really was hope, ambition, drive, anything to me. Why was that? Was that just watching, consuming American culture? Was it something that was kind of in the air in Sofia where you grew up?
It was definitely something in the air where I grew up. And at the time that I grew up in Sofia, especially the time when I was in high school and considering going to college, it was a pretty difficult time. I mean, there was a time when... My family had no money. There were days when there was no food. And when I tell you no food on the table, I literally mean no food on the table.
There were days when I didn't have money to buy a bus ticket and I had to walk to the library to read SAT books, volunteer to take TOEFL tests. So it was really, really, really a difficult time. in the late 90s early 2000s and to me america was the country of great opportunity and so i applied a lot of my friends from high school were also applying at that time i had never set foot in the states
I had no idea where I was applying. I just knew that some colleges had accepted kids from my high school or from Bulgaria on scholarship, which was very important for me because there was no other way I could ever afford to go. So 2002, I ended up by complete miracle, Dartmouth, New Hampshire, a school that I am forever grateful for, that really just...
To me, in my life, there's the life before Dartmouth and the life after Dartmouth. And it's really a watershed moment in terms of everything that happened. It's kind of like the before and the after. And I showed up there. I had no idea where it was. It was my first time ever in the United States. First time ever in an English-speaking country. Second time ever abroad. The only other time I had been abroad.
was with my mom to a medical conference in Prague, where we took the train to get to Prague from Bulgaria because we couldn't afford plane tickets. And it was fascinating. I loved every moment of it. Even the moments when you would walk down the green and it was so freezing that my skirt or my head would literally freeze on me. So if you tried to break it, it would break. But darkness was a great atmosphere because...
Life was so concentrated on the campus. Everybody lived in the same dorms, ate in the same footholds, went to the same frat parties. And for me, it was just a very good way to get integrated. and to feel like one of everybody. And I built friends, had fun, studied hard, worked hard. So it was a combination of everything one would expect from a great college experience.
And how did you decide to go to law school? That is a great question. If one of those things that almost happens to you rather than you affirmatively decide it, I had no clue what I wanted to do with my life. Literally. I had good grades. And the reason I had good grades is because I always had to push myself to study hard because the alternative was going back home, which was not a very palatable alternative. And one day, I was third year.
at Dartmouth and I was sitting in the living room of one of my friends and we were just talking about what I can do and he suggested well why don't you apply to law school and I was like hey not a terrible idea why don't I give it a shot So I applied to law school because I was applying to anything and just trying to figure out what's out there. And again, very, very grateful. But Stanford accepted me and gave me a scholarship. And that's how I ended up at Stanford, California.
I met my husband. Well, he was my boyfriend then, now my husband. But he was my orientation volunteer. And we met during the first week of orientation at the bar called... the nut house which i think you're familiar with it right yes so the nut house is a famous palo alto bar where the hackers in the 70s would go and drink so it has a small place in the history of
Silicon Valley and American technology. Yeah, it was a cool atmosphere. This was the first time I was at a bar like this. Not that I had been to too many bars before. But you walk in... And it kind of smells of beer and everybody's eating these peanuts out of their shells and throws the shells on the floor, which is why it was called the nuthouse. So as you're walking, you're kind of like walking on all of these peanut shells.
But that's how I met my husband. And then he was born and raised in New York City. So it led us to New York. And I love New York City. Just the energy, the life, the skyscrapers, everything. Don't think I can see myself living elsewhere. How did you find your way to corporate law and M&A? Were those subjects you took at law school and you found really intriguing or it was more the practice or even working on a specific transaction?
Again, no particular pre-written plan. I knew I did not want to do litigation. I hated legal research. the long briefs. I also really was not sure I could see myself in a courtroom in front of a judge or a jury. So there were two options. You either go to litigation or you go to corporate. And because one option was not really a viable option, I ended up in the other option. And law school tries to give you a good...
background in corporate and some classes that I took were fantastic. Like I took securities regulation with Joe Brondfest, which was one of the most unbelievable classes. but a lot of the classes in laws who are more theoretical they're more academic they're more geared towards why the law came to be where it is and how it should evolve and what it should be rather than here's how you do a deal or here's how you draft a document. So it was really when I ended up as a summer associate at Cravath.
He always had a summer associate paired up with a partner. I was working with Tatjana Lopuszczyk in banking that I just had a completely... eye opening experience about what corporate work and life was about. And I really, really, really loved it. That's what I want to do. So if there was one affirmative moment in my life when I said, that's what I want to do.
It's when I was actually a summer associate doing it. Everything else happened by fluke or because something else was not an option. And it kind of just took me to that spot. So was it the drafting, the negotiating? Just the energy of corporate work that attracted you? All of the above. All of the above. I was very lucky. I was staffed on a credit facility for an acquisition.
And I was staffed on it from the very beginning. So we were doing commitment papers and I stayed on it until the very end. We actually signed definitive documents and closed it. So I lived through the whole lifespan of a bank deal. And to me, it was incredible because I got to draft some of the documents on the credit agreement, which is the most substantive agreement. I was in the room for all of the negotiations, so I would hear everybody argue the points back and forth.
And then what was fascinating to me is I would take the draft. I was not at a time drafting the credit agreement, but I would look at the changes and, okay, so this is what was agreed in substance. And this is how it translates into corporate legalese. And that was just fascinating because sometimes as a young corporate lawyer, you know what you're supposed to draft in the document in terms of substance, but you have no idea in terms of words, how you translate it in words.
So that was fascinating. The pace, the energy, the excitement, getting it to signing and, you know, like the rush and the adrenaline and simple things, doing like signature pages. It was just very exciting.
And I saw how much substance there was to it. The drafting, the negotiation, just the human element of it. In terms of the drafting, At what point in your career did you feel like you had a really good understanding of the entire document and was working on a credit agreement maybe a little easier than working on a merger agreement?
I would say actually the opposite because in a credit agreement, things are interwoven much more. In the merger agreement, you have sections, you know, Article 2 is the mechanics, Article 3 are the reps. Then you have... covenants, then you have conditions, termination rights. So there's some interplay, but in a credit agreement, it's also much more. And also a credit agreement is a document that a company has to live with for five, seven years.
and so you're building in a lot of flexibility for the future right and you just don't know when did i feel comfortable maybe towards the end of my rotation i was getting to feel comfortable we did rotations tatiana was a perfect draftsman i mean she was just incredible at drafting so one of the things i would do is
I would look at her terms of documents and again, I would just try to learn how people draft concepts because you just need to pick up the language. It's almost like learning a foreign language. And so what does it mean to be really skillful at drafting an agreement? I mean, you talked about taking the language in negotiations and turning that into legal language, which has to be really challenging.
there are a few key things. Thing number one is having great awareness of the whole document and how it all works. And knowing that if you do something in this section, Here's the four or five other sections that is relevant and how you have to tweak them. And that's one of the things I see with associates, like more junior associates, and I try to teach them, which is have awareness because, yes, you reflected it in this place.
but there's four other places where it needs to trickle in. So that's one of it. The other one is there needs to be a fine balance between drafting something that is complex, but also something that is clear. And I remember that that really crystallized for me when I was in M&A and I had drafted something with a lot of provisos and cross-references and it all worked. But I was working for a fantastic M&A partner and he looked at me, he was like, Jenny.
If this is in front of a court, if this is in front of a judge, do you think he's going to piece all of it together and rely on all of your cross-references? If this is what you want to say, say it in good, clear language. And to me, that was important because while in banking, maybe that complicated drafting with cross-references and all of that was the way to go.
In M&A, if something was important, you have to say it in a way that if you're in front of the court, they will be like, that's what the parties meant. So my drafting changed a little bit. It evolved a little bit over time. And as I moved from more credit agreements to more merger agreements.
And you mentioned that a credit agreement is one that a company may have to live with for five to seven years, especially a public company merger agreement. The companies only have to live with between signing and closing. What's it like to draft a joint venture that's much more like a credit agreement in the sense that companies have to live with that joint venture sometimes for years? And how does that change how you think about the language you're writing?
Oh, joint ventures are some of the most complicated because there you have to draft governance rights, veto rights, exit provisions, like are there going to be put options, call options. at what valuations. So I think it actually combines both because if you're drafting a provision that's going to be involved...
in three, five, seven years where someone's going to buy someone out and there's a formula for how a company is going to get value, it is really important to make sure that everything works. So some of the things that we do in those scenarios... In addition to drafting, we would do like a model, an Excel model, where you would spell out what you've drafted and just create a model and make sure that it works with real life math. But those are very, very complex.
And then talk about developing negotiating skills. Obviously, early in your career, the job tilts much more toward drafting. So talk about developing negotiating skills over the course of your associate years. Negotiating skills, I would say that is the most difficult because unlike drafting that you can pick up just by. reading and going through the motions and having a lot of perseverance and self-discipline. Negotiating is something that requires something extra. It requires...
skill or the ability to read a room or to make a point in a way that sounds convincing and sounds right. So it's not something that you can just like teach yourself. I think it takes a lot of practice. I would say for negotiation. Maybe like the couple of things that for me were most instrumental and most helpful were the following. One is I was very fortunate to work with fantastic M&A partners who were really, really, really dedicated to.
mentoring and teaching and developing talent. And so when we had negotiations on deals, we would get together in conference room, me both as an associate, as a junior partner with the more senior partner, the associate team, and we would role play it. And I would be like, okay, we have the issues list and we have, you know, their draft, our draft, our position. But I'd be like, so how do I argue it?
Maybe Damien will give me his argument. And I'm like, OK, but Damien, he's going to say then this to me. How do I respond back? So we would roleplay it to develop the arguments back and forth. And that was very, very important because there's a big difference between. just knowing what your position is on an issues list and actually knowing how to argue your way to it. The other thing that was important is honestly having the role to do it, make mistakes along the way.
And having someone by your side who could step in at the right moments and save the day, but do it in a way that could not diminish your credibility in front of the client or in front of the other side. And just out of curiosity, obviously, the New York M&A bar is fairly small. You run into the same people a lot. How often would one of your colleagues say if you were across the table from? Simpson or Wachtel or Davis Polk or whomever. How often would one of your colleagues say, X?
is a terrific negotiator, or X is good at the following things and not so good at others. How much did you learn from who you were opposite? Oh, you do. You do. I will not name names. There are some people who are better than others. There are some people who are actually pleasant to be across the table where, yes, we would be vigorous advocates for our clients' positions, but we would have respect for each other and it's going to be a professional tone.
And there are some other people who can be nasty. I mean, as I was thinking about the podcast, I was remembering a negotiation. I was an associate. It was an important deal and we were in a negotiation and I said something that... Like in retrospect, with the benefit of time, I should have said it differently. And the guy across the table, he was so mean to me. Just the way that he talked to me, like diminished me in such a way.
And the partner that I was with, he stepped in. I don't remember his exact words, but it was something along the lines of this was not necessary. And his client saw that and saw how he treated me. And at the time, I was still quite young. And on the next day, he was on his best behavior. So I think even the client of that partner realized that you don't need to make it personal. And I think that's the big difference. Like, do you have a negotiation?
where you argue points but at the end of the day you can go have a drink with the person across from the table with you. How do you depersonalize negotiations that feel like they're getting a little too intense? And how do you distinguish between just a negotiation on a point that's really intense where people may be rightfully invested in the outcome and a situation?
where emotions seem to be spiraling out of control? That is a great question, David. I think at some point, you're really supposed to take a step back and say, okay, this is not personal. What is my end goal? And how do you accomplish that end goal? Because maybe in that very moment, it's very gratifying to pick up the phone and say some things that allow you to vent, but are not going to help you further that goal.
versus take a step back, sleep it through, and then pick up in the morning and take the more constructive approach. So I think it really is realizing what you want to accomplish and what's going to help you accomplish. versus give you immediate gratification in the moment that's not going to get you even a step further. And maybe it's going to take you several steps back. Talk about... how your view of both of those aspects of the job, drafting and negotiating, changes when you become a partner.
And how you think about the entire job differently. Obviously, you're still a pretty young lawyer. And this transition from associate to partner often takes people a long time to work through. It is a big transition. I think I was very naive because when you're an associate, you're working so hard. The world's divided into associates and partners. I was very focused on making partner and I always thought.
The moment I just, if I just get across the line, that's it. There's nothing that I have to worry in life. I've accomplished all of my objectives. It's, you know, smooth sailing and it actually is not. As a junior partner you still have the job of a senior associate in so many ways, but you also have the extra responsibility. of taking on client relationships and rather than just being responsible for execution on a particular deal right taking ownership of a client relationship and
furthering that client relationship and nurturing a client and growing a client and getting more business from that client or from other clients. And that is just a completely different aspect of it. The title comes with a lot of responsibility for your clients, for your practice, but also for the firm, because at the end of the day, you owe it to everyone to further...
and the reputation of the firm that you're at. And I think that's different from being just an associate. And how do you think about managing client relationships and developing clients of your own? We were just talking about how you divorce something from being personal. I think in order to manage client relationships, at least for me, is you make it personal. I care immensely about the people that I work with, the people that I have.
given me their deals because they're some of their most important deals and who call on me. And I care about it way beyond a particular transaction. So for me, it's turning the professional into personal, staying connected. Being there for your clients when they need you even for things that have nothing to do with
putting together a piece of paper or something like that. Sometimes I view myself as the purveyor of happiness. And at the end of the day, that's what I have to deliver. I have to make a client happy. And how do you do that? Because this is a challenge I think every partner faces to some extent. How do you do that without having it completely take over your life?
You have to carve out something personal for yourself. I think that was the most difficult part of the pandemic, at least for me, when just work enveloped everything. So for me, actually, like going to the office is important. Going for a business trip or to meet a client is important because then you put in fun elements into the work and that kind of breaks up the day, breaks up the routine and introduces a lot of the...
For me, the most fun stuff, which is the social stuff. And how do you think about business development, especially given that the horizon for business development may be years or even decades? I think in my mind, it really boils down to three core principles or mantras, if you want to use that word. And by the way, I did not invent these quotes.
Other greater M&A lawyers have come up with them, so I give all the credit to them. But one, life is long. And you really have to invest work into building a business relationship up front. And it sometimes takes... months, years, several years before it brings fruit and actually a deal comes through the door.
The second one is always be top of the mind. Always follow up with your clients so that when actually they have a deal or they have a situation and they're thinking, oh, who do I call? You're always top of the mind and your name comes up. And I'm not an Excel spreadsheet person. I think that comes to the fact that I actually view my client relationships as very personal. I don't keep the catalog of names, last contact date, notes.
or they have child, like name of pet. But I do remember personal things about the clients and I follow up with them. If there's something interesting that comes up in the legal profession that I think will be relevant to them. So I try to keep it personal. And then the third one, and I really think it's tied very closely with the second one, is care about clients because they can tell. They can tell when you're faking it and when you mean it. So I think those are the three.
key components of business development. Don't look for immediate gratification or immediate successes. They don't come instantaneously. And also you never know who's going to give your business. I mean, sometimes it comes from the most unexpected places. which again takes you to the first principle of life is long. Obviously, both for associates and partners, being a lawyer... It's a very intense job. How do you manage that intensity? And are there times where it's just almost overwhelming?
You just got to love doing what you're doing, David. I think love is the answer. Given everything that this job entails, you've got to love what you do. And I do. And, you know, I've asked myself that question. I remember talking to my mom and I was like, mom. Wouldn't it be sweet if I could retire and be in Sicily? That's my favorite place in the world and just be on the beach or on the mountain, have a glass of wine. And she was like, Jenny.
No, that's not who you are. You need the intensity, otherwise you just can't function. And for me, at some point, it was actually really helpful to have that introspective moment to realize that maybe I am wired. for more intensity and for this job and that it's okay to love it, even though it is demanding and takes a lot out of you. And then finally, tell us a little bit about what you do outside of work.
Well, my answer right now is I have a three and a half year old and a one and a half year old. So you can draw your conclusions about how much of my time is spent changing diapers. versus other things. But no, my children are the biggest joy right now of my life. They take up 99 plus percent of my free time.
But it's all good. It's a lot of fun. And one of the things that me and my husband try to do is we try to do both. So like we would go out to lunch. Nowadays, we mostly do lunch because it's difficult to do dinner, given bath time and bedtime. We would go out to lunch and we would bring out the children and have a nice lunch.
Serini loves going to Hudson Yards and there is a candy store, so she always wants to go to the candy store before the restaurant. So it's kind of like you try to mix and match. We love museums, so we take the kids to the museums. It's not perfect. The days of I can do that one thing that I really enjoy solo are gone. But now it's different game, different days and different things that I enjoy.
And finally, do you have in New York a favorite museum or even a favorite work of art? I knew you would ask me that question, so I prepared. My favorite work of art is Jeanne d'Arc. It's in Met, the artist, Jules Bastien Lepage. But it's the big Jeanne of Art painting as you're walking on the second floor. It's impossible to miss it. And then there's just something about it, how she's...
So tall and big and alone and strong and pensive at the same time. So I think it combines a lot because it shows you. Power, but also a different aspect of power. Dispensiveness and loneliness and struggle. Jenny, thank you so much for joining us. My pleasure. Thank you for having me. For Drinks With A Deal, I'm David Marcus.