Making the Effort to Network the Right Way

Networking is not something that is accomplished at an event; it?s a process. Many attorneys tell us that they?ve tried to network and it hasn?t worked for them. When we ask what they?ve done, they usually tell us that they went to a few events, got nothing out of them and then stopped going. This is not how the process works. It can take years to build up your network to a level that translates into new business. There are no shortcuts to building relationships. Like most things that are worth doing, the process of networking takes time, effort and dedication.

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Making the Effort to Network the Right Way

Networking is not something that is accomplished at an event; it?s a process. Many attorneys tell us that they?ve tried to network and it hasn?t worked for them. When we ask what they?ve done, they usually tell us that they went to a few events, got nothing out of them and then stopped going. This is not how the process works. It can take years to build up your network to a level that translates into new business. There are no shortcuts to building relationships. Like most things that are worth doing, the process of networking takes time, effort and dedication.

DealBook: Google’s Effort to Skirt Regulation May Invite More Scrutiny

Harry Campbell

Google’s motto is “don’t be evil.” But its recent acquisition of Waze, reportedly for $1 billion in cash, shows that just because you’re not evil, it doesn’t mean you can’t be aggressive in pushing the boundaries of the law.

The question now is whether the United States government pushes back and forces Google to give back its new toy.

Waze is yet another one of those blockbuster deals for a technology company with little or no revenue that makes you jealous. Five-year-old Waze has just 110 employees, so Google appears to be paying almost $10 million per employee. As for profits, Waze’s chief executive, Noam Bardin, has said, “This is Silicon Valley. We don’t talk about those things here.” Right.

Google is paying top dollar for Waze because it is at the intersection of two hot fields: map search and social media. Users download Waze’s app to their phone and then supply information about locations, routes and traffic, making the maps more intelligent. And Waze has the usual phenomenal growth in users, with 50 million worldwide. This is a field where there is believed to be oodles of money to be made in related advertising.

From this vantage point, the deal has a number of “must” business justifications for Google. Google is the top dog, dominating the “turn-by-turn” market for mobile maps on smartphones, and Waze makes Google a bigger dog.

Perhaps more important, buying Waze keeps the technology out of the hands of Facebook, which had reportedly bid about $1 billion for the company, and Microsoft and Apple, which also reportedly bid $400 million for the company earlier this year.

A billion dollars not only cements Google’s lead in map search, it does so in a big way. Google has paid large sums to have cars drive around the world to give its maps information content. But Waze is doing the same thing on the cheap by having its own users do the work.

Both types of systems are difficult and hard to build, meaning new entrants are unlikely to come. Just witness the difficulties Apple faced with the controversy over the accuracy of its own map app. If Apple can’t do this easily with its built-in user base of some 400 million iPhone users, not many others can.

So one might think that there would be significant antitrust issues with the acquisition. Google, already the dominant player, is buying what looks like a rising competitor, and it is doing so in a way that deprives other big players an easier way to compete.

It’s here where Google is pushing as hard as it can on the law.

Normally, to acquire a company in the United States, a buyer is required to supply the Justice Department or the Federal Trade Commission with what is known as a Hart-Scott-Rodino filing. This notifies the agencies of the transaction so either can review it for compliance with the antitrust laws.

The filing also prompts a waiting period during which the government can delay the acquisition to begin an in-depth investigation to determine if there is an antitrust problem. This is one reason that public takeovers are completed months after they are announced: the companies involved are waiting to clear antitrust review in the United States or another country.

This is the normal process. Yet Google’s only announcement of the deal appears to say that the companies signed and closed the deal that day, leaving Google the proud owner of Waze.

According to a person close to Google, the company skipped the Hart-Scott-Rodino filing by relying on an exemption. This filing is not required if the acquisition is of a foreign company that has sales and assets in the United States of less than $70.9 million. Waze is an Israeli company with headquarters in Silicon Valley, so it comes under this test.

Waze probably doesn’t have $50 million in revenue worldwide, yet the test also looks at assets. Given that Waze is worth $1 billion, it is hard to see that the value of its intellectual property in the United States business doesn’t meet the test. And the F.T.C. has previously indicated that companies should include this type of intellectual property in informal guidance.

Nonetheless, Google appears to have taken this aggressive position and is forgoing any antitrust review, instead plunging ahead with the acquisition.

So why did Google do this?

A representative from Google declined to comment.

Google may be playing hardball with the government here. Psychologically, it may be harder for the government to undo something that is done. And once Google acquires this company, it will become harder to force it to undo any integration it may have done with its own services. (For now, Google has said it will keep Waze separate.)

Not only that, but the Waze owners may have wanted to sell precisely on this basis, avoiding this huge possibility that the United States government would reject the deal, a risk that Google may have been willing to take with Facebook and Apple hovering.

But given the publicity over the acquisition, the government will almost certainly step in to review. Consumer groups are circling, and the Consumer Watchdog Group has written the government to ask for an in-depth review. That group has noted that Google’s purchase of Doubleclick and AdMob led it to a 93 percent market share in mobile advertising.

As with previous deals, the government can force Google to sell Waze, or put other restrictions in place, if there is a problem.

The standard was set forth in a piece of legislation passed a century ago: Will the acquisition “substantially lessen competition”? In part, this will come from how the market is defined — if it is just maps, well, you have to include companies like Rand McNally.

If it is turn-by-turn maps on smartphones, then according to Berg Insight, Telenav has a 33 percent market share while Google and Waze’s combined North American market share would be 28 percent. But Telenav’s business is stagnant and Google’s grew 30 percent last year, while Waze’s business grew 100 percent, according to Berg.

It may all come down to how easy it would be for another company to replicate what Waze is doing — it built an enormous user base that made it worth a billion dollars.

Even if Google can show that this deal does not decrease competition, the acquisition can be unwound if Waze is found to meet Justice Department guidelines as a “firm that plays a disruptive role in the market to the benefit of customers.” André Malm, a senior analyst at Berg, told me, “There is nothing like Waze.” He noted that the company was shaking up the market, so the authorities will pursue this line of investigation.

Either way, the comments of Mr. Bardin are not going to help, but they do serve as a reminder to other start-up chiefs looking to sell to their competitor not to say they that are the only game in town.

At the least, this all means that the Waze acquisition is likely to get a thorough review by the government. The battle will now begin. That Google will keep Waze without restrictions is no certainty. But the government faces a challenge. If it does decide to try to unwind this acquisition, Google is going to push the bounds of the law as hard as it can. The future of map search is at stake, and Google may not be evil, but this is business.

This post has been revised to reflect the following correction:

Correction: June 19, 2013

An earlier version of this column misstated the threshold that would require a buyer of a foreign company to supply the Justice Department or the Federal Trade Commission with what is known as a Hart-Scott-Rodino filing, which notifies the agencies of the transaction so either can review it for compliance with antitrust laws. It is $70.9 million in sales and assets in the United States for the foreign company, not $60.9 million.

Public-Private Effort Seeks to Expedite Discovery of Autism Drugs

Under a contract with the institute, U.C.L.A. will form a network of researchers at other academic centers that will try to identify promising new and older drug compounds quickly, and conduct early tests to see if they merit additional investment.

The program, part of the “Fast Fail” initiative at the institute, aims to determine within weeks whether a drug works, rather than the years it traditionally takes to evaluate a new drug.

“The whole idea is just getting much better in these early phases at identifying drugs that are going to be efficacious and safe, and thereby greatly speeding the development of effective new therapies and reducing the overall cost,” said Dr. James McCracken, who is leading the effort at U.C.L.A. as director of the division of child and adolescent psychiatry at the Semel Institute for Neuroscience and Human Behavior.

The number of diagnosed cases of autism, Asperger’s syndrome and related disorders in children has been growing in recent years, largely because of increased awareness. A recent report by the Centers for Disease Control and Prevention and the Health Resources and Services Administration concluded that one in 50 children aged 6 to 17 had been found to have autism or a related disorder, a 72 percent increase since 2007.

Although more cases are being diagnosed, no drugs are approved to treat the core symptoms of the disorders, which are characterized by delays in developing effective communication and social skills. Other drugs often prescribed to people with the disorders treat difficult behaviors like aggressiveness, hyperactivity and irritability.

Dr. McCracken said developing effective treatments had been difficult because the underlying causes were poorly understood until the last few years, and some prominent efforts had failed. In 2004, the experimental drug secretin, developed by RepliGen, did not show that it worked in an advanced clinical trial, disappointing parents of children with autism who had placed their hopes in the drug.

Several major drug companies, including GlaxoSmithKline and AstraZeneca, have scaled back their research in the neurosciences because of the high failure rate, Dr. McCracken said.

Developing drugs to treat neurological disorders is difficult, in part because brain science is still evolving. The field is littered with drugs that scientists had hoped would be effective against diseases like Alzheimer’s and schizophrenia but that performed poorly in clinical trials.

Despite the setbacks, scientific advances in understanding the genetic underpinnings of autism have accelerated, leaving the door open for new drug discoveries, said Robert H. Ring, vice president of translational research at Autism Speaks, a patient advocacy group.

“Autism spectrum disorder is the brave new world of medicine development, and most companies out there — despite a lot of the retraction you’re seeing — they do recognize autism as a clear area of opportunity,” said Mr. Ring, who serves on a committee that helps select which compounds the U.C.L.A. program will test.

Some companies are pursuing treatments. Seaside Therapeutics, a private company in Cambridge, Mass., is developing drugs to treat autism and a form of mental retardation known as fragile X syndrome in a partnership with Roche.

“The approach that people have taken over the years is, ‘This person looks anxious, I’ll give them a drug I use to treat anxiety,’ ” said Dr. Randall L. Carpenter, a co-founder of Seaside and its chief executive. “We hope to treat the underlying molecular abnormality.”

Dr. McCracken said the program would identify four to eight compounds and run them through small trials in humans, testing how the drugs are absorbed and how they affect brain wave patterns that scientists say they believe are linked to autism.

“It’s taken a really long time to kind of crack open and begin to understand part of the disorder of brain biology that underpins autism,” Dr. McCracken said. “This is, to me, the most exciting time because we understand so much more than we did even five or 10 years ago.”

Making the Effort to Network the Right Way

Networking is not something that is accomplished at an event; it?s a process. Many attorneys tell us that they?ve tried to network and it hasn?t worked for them. When we ask what they?ve done, they usually tell us that they went to a few events, got nothing out of them and then stopped going. This is not how the process works. It can take years to build up your network to a level that translates into new business. There are no shortcuts to building relationships. Like most things that are worth doing, the process of networking takes time, effort and dedication.

Judge deals setback to NJ's sports gambling effort

NEWARK, N.J. (AP) - A federal judge upheld a 21-year-old law prohibiting sports betting in all but four states, dealing a setback to New Jersey's attempts to revive its struggling casino industry by grabbing a piece of what has become a multibillion-dollar industry, both legal and illegal.

Making the Effort to Network the Right Way

Networking is not something that is accomplished at an event; it?s a process. Many attorneys tell us that they?ve tried to network and it hasn?t worked for them. When we ask what they?ve done, they usually tell us that they went to a few events, got nothing out of them and then stopped going. This is not how the process works. It can take years to build up your network to a level that translates into new business. There are no shortcuts to building relationships. Like most things that are worth doing, the process of networking takes time, effort and dedication.

Fair Game: Dell Shareholders Look Hard at Takeover Effort

That’s what more and more Dell shareholders appear to believe about the $13.65 per-share price proposed on Feb. 5 by Mr. Dell and Silver Lake Partners, a technology investment firm. Initial objectors to the buyout have been joined by additional shareholders concerned about getting a fair shake.

The issue of fairness is a hazard of management-led buyouts, of course. Are insiders, who have an enormous information advantage owing to their deep knowledge of a company’s operations, trying to get control of an enterprise when its shares are perhaps temporarily depressed? Over the last year, Dell’s stock has lost 19 percent of its value.

Some investors wonder if Mr. Dell, who owns 14 percent of the shares outstanding, might have a hot new product on the drawing board that has the potential to make the company a highflier again.

Neither management nor Mr. Dell is saying much of anything about the company’s prospects. Last Tuesday, when Dell announced mixed earnings for the year, the company declined to make any projections for coming quarters on the conference call with investors and analysts. Its chief financial officer cited the pending deal as the reason no outlook was given.

As is the case with all insider deals, there’s great potential for outside shareholders to be treated unfairly. Making the deal even more problematic, Dell’s shareholders have little data upon which to assess its price. Dell’s regulatory filings say that the $13.65 per-share price is the result of extensive “bids and arms-length negotiations” between Silver Lake and the special committee of Dell’s board beginning in late October 2012.

Still, there’s no mention of how the $13.65 per-share offer stacks up against the company’s long-term enterprise value, an assessment of future earnings potential that is a typical measure in a takeover. Instead, the offer by Mr. Dell and Silver Lake seems based on the company’s recent stock price. Their $24.4 billion deal represents a 37 percent premium to the stock’s average price over the previous three months, they say.

Meanwhile, Southeastern Asset Management, one of Dell’s largest outside shareholders, estimates that the company is worth $23.72 a share, almost 75 percent more than the buyers are offering. Southeastern has come to that conclusion using publicly available information, however, because that’s all it has access to.

Naturally, both of these parties have a vested interest in getting their price in the deal. Mr. Dell and his group want to pay as little as possible, while long-suffering outside owners hope for more.

Trying to remedy this unsatisfying situation, an uninvolved investor organization has made an excellent suggestion: an independent, peer-reviewed analysis of Dell’s enterprise value should be done on behalf of its outside shareholders. Based on the same information Dell’s management has, such an assessment would assure investors that they are being bought out at a fair value.

This idea comes from the Shareholder Forum, a nonpartisan, independent creator of programs devised to provide the kind of information investors need to make astute decisions. The Forum, overseen by Gary Lutin, a former investment banker at Lutin & Company, suggests hiring a qualified expert to analyze the company’s operations. This would be similar to the so-called fairness opinions provided to shareholders in takeovers by outsiders. The analysis would be subject to confidentiality when necessary and would be reviewed by recognized analysts, academics and other investment professionals.

On Feb. 14, Mr. Lutin sent a letter to Mr. Dell and Alex Mandl, chairman of the special committee of Dell’s board charged with ensuring the deal’s fairness to all shareholders. In the letter, Mr. Lutin asked that the company support the independent analysis and provide assistance in its preparation.

Mr. Lutin said he had assumed that the board committee and Mr. Dell would want to support this project. “Shareholders have a very well-established right to any information relevant to their investment decisions under Delaware law,” Mr. Lutin said last week. “They also have the right to expect management to be responsible for addressing those interests.”

But last week, Mr. Lutin said that lawyers representing Mr. Mandl and his committee told him they would not be supporting the independent analysis.