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THE FIRM

DUE DILIGENCE QUESTIONNAIRECANDIDATE'S NAME

Thank you for your consideration of the Firm. Your completion and return of this questionnaire is vitally important to us. Just as we pledge to you candor and openness in the presentation of information regarding the Firm and its operations, we ask that you complete this questionnaire in the same spirit.

Should a question be inapplicable to you, please respond with “N/A” or “none” so that we know you have considered the question. Please feel free to expand any response by attaching an additional page to this questionnaire that references the question number to which you are responding. Similarly, if any question seeks information contained in an attached resume, please ignore the question and we will secure the information from the resume itself.

A brief word about our process: Our wish is to move your candidacy along as rapidly as possible. Given the size and breadth of our firm, achievement of that goal requires each party to stay focused on your candidacy and your timing needs. To that end, we have assigned the persons below to assist you. You can materially assist in moving the process along by prompt return of information and by letting the Recruitment Coordinator or Practice Group Leader (or his or her delegate) named below know if things are not moving along fast enough to suit your needs. You may also contact either of these persons with your questions or concerns, and they will do their best to answer your questions, accommodate your needs or assist you in any way that is beneficial to the process.

Office Phone Number Email Address

Recruitment Manager

___________________ _____ _________ ____________________________ Practice Group Leader

_____ _________ ____________________________Chief PD& Recruiting Officer

Attachments to this questionnaire include:

Attachment A – Historical Financial Worksheet (Senior Counsel and Partners only)Attachment B – Client Conflicts Questionnaire Attachment C - Firm Top 200 Clients Attachment D - Authorization to Obtain Consumer Report for Employment PurposesAttachment E – Sample Business and Marketing Plan

Due Diligence Questionnaire – CANDIDATE'S NAME

PRMS #22 - due diligence questionnaire for lateral entry lawyers - Law Firm 1

A. CONFIDENTIALITY

1. Is your interest in joining the Firm confidential? Yes No

2. Specify address for hard copy documents: Home Work

3. Specify email address for communications: Home Work

4. Specify phone number(s) to be used in communications (check all applicable):

Home Work Mobile

All information furnished by you to us regarding your candidacy will be held in confidence and used solely for the purpose of evaluating your candidacy. Similarly, we expect that all information provided about the Firm will be held by you in confidence and used solely for the purpose of evaluating us. Your signature at the end of this questionnaire will constitute your agreement to these provisions, just as our presentation of this questionnaire to you is evidence of our agreement to them.

B. PERSONAL AND PRACTICE INFORMATION

1. Full Name: First Middle Initial Last

2. Home Address: Street City State Postal Code

If at the address above less than three years, please list prior address:

Home Address: Street City State Postal Code

3. Home Phone: Home Fax: Mobile Phone:

4. Home Email Address:

5. Driver’s License No: State of Issuance:

6. Social Security Number:

7. Have you been referred to the Firm by a search firm? Yes No: If yes, please provide the name of the Search firm and the date you retained them:

8. Bar Memberships (please list additional on separate sheet):

State: Bar Number:

Admission Date: Active: Yes No:

State: Bar Number:

Admission Date: Active: Yes No:



9. Please list all legal societies or organizations other than state bar associations in which you have membership (American Bar Association, etc.):

10. Area(s) of Current Legal Specialization:

11. Area(s) of Legal Specialization into which you wish to expand:

12. Current billing rate(s): $

13. Name of current malpractice carrier:

C. EDUCATION

1. Undergraduate College or University:

Date of Graduation: Degree:

Honors (if any):

2. Law School:


Honors (if any):

3. Other Graduate School:


Honors (if any):

4. Relevant Skills (Languages, technology expertise, etc.):

D. POST-GRADUATE EMPLOYMENT

1. Have you served as a clerk to a state or federal judge: Yes No:

If yes, please provide the following information:



Name of Judge:

Name of Court:

Period of Clerkship:

2. If you are currently a clerk, please provide a list of all cases currently pending before your court which involve the Firm or its lawyers:

3. Please list all employers for whom you have worked since graduation from law school (please list additional on a separate sheet):

Employer:

Position:

Hire Date: Departure Date:

Reason for Departure:

Employer:

Position:

Hire Date: Departure Date:

Reason for Departure:

E. ARTICLES, SPEECHES, TEACHING AND BAR ACTIVITIES

1. Please list on a separate sheet all articles authored and published by you in the previous three years. If none, check here:

2. Please list on a separate sheet all speeches and/or public presentations given by you in the previous three years. If none, check here:

3. Please list on a separate sheet all teaching or faculty positions with colleges, universities or law schools that you have held since your undergraduate graduation which are not otherwise listed in this questionnaire. If none, check here:



4. Please list on a separate sheet any leadership positions (officer, committee chair, etc.) that you have held in any national, state or local bar association. If none, check here:

F. FINANCIAL INFORMATION

1. Senior Counsel and Partner candidates should complete the Historical Financial Worksheet attached as Attachment A and return it with this questionnaire.

2. Associate candidates should provide the following for the last three (3) years:

Year

Billable Hours:

Collections in respectOf billable hours: $ $ $

Originations: $ $ $

Pro Bono/ Community Service Hours (estimate): $ $ $

G. CONFLICTS OF INTEREST INFORMATION

1. Please complete Part I of the Client Conflicts Questionnaire attached as Attachment B by furnishing a list of all clients for whom, in the past 3 years, you have rendered legal services and as to whom you have obtained information subject to your ethical duties of loyalty or confidentiality. Include both paying and pro bono clients, regardless of whether a formal engagement was entered into or a file opened during your previous employment.

We urge submission of the Client Conflicts Questionnaire at the earliest possible time to avoid delay, and we will accept its submission prior to return of this questionnaire.

2. As to each client on Part I of the Client Conflicts Questionnaire, please complete Parts II and III of the Client Conflicts Questionnaire as well. Part II asks for further information regarding officers, directors, affiliates, and Part III seeks certain information regarding the clients.

3. Please provide Outside Counsel Policy guidelines for any clients that would remain a client should you join the Firm.

We urge submission of the Outside Counsel Policy guidelines at the earliest possible time in the event that management will need to approve our acceptance of the guidelines.



4. Please review the Firm’s Top 200 Client List, attachment C, and list on a separate page any of those Firm clients who may present a business conflict or a formal conflict of interest with your previous work, affiliations or clients, and the identity of your client with whom such a conflict may exist. If none, please check here:

5. List all matters in which you have served as a judge or other adjudicative officer or law clerk to such a person or as an arbitrator, mediator or other third-party neutral. Indicate the cases in which you are aware of the Firm has represented a party. If none, check here:

H. LOSS PREVENTION QUESTIONS

With respect to any of questions 2 through 10 for which the answer is “yes,” state on a separate sheet (a) the name of any case, claim or investigating authority, (b) the date the case, claim or investigation was filed or begun, (c) the nature of the conduct that was the subject of the case, claim or investigation, and (d) the final result of the case, claim or investigation as it pertained to you.

1. Have you complied, or is it your intention to comply, fully with all provisions of your current firm's partnership (or shareholders) agreement applicable to withdrawing partners (or shareholders), e.g., fiduciary duties to your current firm and its partners, formal withdrawal notice, effective date of withdrawal, non-solicitation of current firm partners, employees or clients, recordation of all billable time, and billing and collection of all work-in-process and accounts receivable?

Yes No

2. Have you ever been named as a defendant in litigation in which any claim against you (complaint, counterclaim, cross-claim or third party complaint) was based on legal services provided by you or a law firm with which you are now or were associated?

Yes No If yes, see preamble to Section H.

3. Do you have any reason to believe that a claim may be filed against you after joining the Firm (“Firm”) by any person, including but not limited to a client or former client, that is based upon legal services provided by you or a law firm with which you are now or were associated?


4. In addition to any litigation described in response to questions 1 or 2, have you ever been named as a defendant in civil litigation in which the claims against you involved moral turpitude, fraud, theft or violation of a criminal law?


5. Have you ever been charged with violation of an employers’ anti-sexual harassment or anti-discrimination policy?


6. Have you ever been the subject of a Bar grievance proceeding?


7. Have you ever been sanctioned, or are you currently subject to a motion for sanctions, by a court or other tribunal for violation of its rules or any statute?




8. Have you ever been the subject of an investigation by any governmental or regulatory authority (federal, state or local) for any conduct relating to the practice of law?


9. Have you ever been the subject of any investigation by any governmental or regulatory authority (federal, state or local) for any alleged conduct involving moral turpitude, fraud, theft or violation of a criminal law?


10. Have you ever been convicted of a crime?


11. Are you an officer or director of or a partner in, or do you have any fiduciary responsibility to, any for-profit or non-profit entity or any charity or community organization?

Yes No

If “yes,” for each such entity, state on a separate sheet (a) the name of the entity, (b) your position, (c) the kind of legal services you provide to the entity, if any, (d) whether the entity is a client, and (e) if a client, the annual fees you believe the Firm would likely earn from the client.

12. On a separate sheet, please list all federal, state, and local government entities, agencies, departments, commissions, task forces, etc., on which you have served and all other public positions you have held in the past five (5) years, including the dates of each affiliation and the title or other description of your position. If none, please check here:

13. Do you or your spouse have an investment (equity or debt) in any client whom you hope to continue to represent after you join the Firm that constitutes more than 5% of your personal assets or more than 5% of the value of the total class of equity or debt of the client in which you have invested?

Yes No

If “yes,” for each such client, state on a separate sheet (a) the identity of client and (b) the nature and amount of your investment.

14. Do you or your spouse have an investment (equity or debt) in any entity that you know to be an existing client of the Firm that constitutes more than 5% of your personal assets or more than 5% of the value of the total class of equity or debt of the entity in which you have invested? (Please review Attachment C prior to answering)

Yes No

If “yes,” for each such client, state on a separate sheet (a) the identity of the client and (b) the nature and amount of your investment.

15. Other than income from investments or fees from legal services, do you or your spouse receive any income (in cash or in kind) from any client whom you hope to continue to represent after you join the Firm which income you intend to retain for your personal benefit?



Yes No

If “yes,” for each such client, state on a separate sheet (a) the identity of the client and (b) the nature and amount of the income you receive from it.

16. In the past three years, have you solicited, promoted, or otherwise assisted any client, other than through the practice of law, in obtaining investments by others in the business of a client?

Yes No

If so please provide details on a separate sheet.

17. Are you under any court order to pay any person or entity including but not limited to alimony, child support, garnishments, etc.?

Yes No

If so, please provide details on a separate sheet.

18. Have you ever filed bankruptcy?

Yes No

If so, on a separate sheet please provide the date of filing and the nature of the bankruptcy.

19. Has any malpractice carrier ever canceled a policy covering you due to your personal actions or omissions?

Yes No

If so, on a separate sheet please provide (a) the name of the carrier, (b) the date of cancellation, and (c) the reasons for such cancellation.

J. ATTACHMENTS AND SIGNATURE

1. Please complete to the best of your ability and return the following as soon as practicable (see attachment list on page 1):

a. Historical Financial Worksheet (if applicable)b. Confidential Client Conflicts Questionnaire c. Holland & Knight LLP – Top 200 Clients (For your review only) d. Authorization to Obtain Consumer Report for Employment Purposese. Business Plan (partner and senior counsel candidates only)

2. Please attach copies of the following to your executed copy of this Questionnaire:

a. Your resume b. All forms W-2 or K-1 related to employment as a lawyer for the previous three years

3. Please provide the names and addresses of up to three references



By your signature below you certify that (a) you have filed and paid all prior state, federal or other taxes and returns required of you, or jointly with your spouse, when due, and attach hereto true copies of your W-2s or K-1s for the past three years, (b) you agree to the confidentiality statement at the top of page 2, and (c) all of the above statements are true and correct to the best of your knowledge.

Date: (Signature)



ATTACHMENT AHISTORICAL FINANCIAL WORKSHEET

NAME: PRESENT FIRM: OFFICE SECTION HIRE DATE SHAREHOLDER APPOINTMENT DATE

YTD thru ___ 2008

Estimates of Production as an H&K attorney

WORKING ATTORNEY 2005 2006 2007 2008First

12 MonthsSecond

12 Months

BILLABLE HOURS

NON-BILLABLE HOURS

TOTAL HOURS

BILLING RATE

FEES BILLED

FEES RECEIVED

BILLING ATTORNEY

FEES BILLED

FEES RECEIVED

REALIZATION RATE

UNBILLED TIME

ACCOUNTS RECEIVABLE

ORIGINATING ATTORNEY

COLLECTIONS ON FEES ORIGINATED

SPECIAL BILLING ARRANGEMENTS

COMPENSATION 2005 2006 2007 2008

MONTHLY SALARY OR DRAW

ANNUAL BASE COMPENSATION

BONUS

TOTAL ANNUAL COMPENSATION

Are you currently W-2? Yes No or K-1? Yes No Add any qualifying comments:

NOTE: Attach copies of W-2 or K-1 for periods covered



ATTACHMENT B

CONFLICT CHART FOR ATTORNEYS

PART I

Please complete this schedule pursuant to the instructions contained in G1 above.

Name: ____________________________Name of Firm[1] : _______________________________ Dates of Employment: ____________________

CLIENT INFORMATION(full name of client)

MATTER (general type of matter)

ADVERSE PARTY(include full name of all parties, including transactional matters)

OPPOSING COUNSEL(if known)

STATUS OF MATTER(ongoing, settled, closed, etc. – If over, please provide approximate date.)

Are you bringing this client/matter to the Firm?

1 Please use separate charts for each law firm



ATTACHMENT B

PART IIPlease complete this schedule pursuant to the instructions contained in G2 above.

Name: _____________________________

Name of client/matter you are bringing to the Firm Affiliates Officers/Directors Major Shareholders Other Owners, Etc.



ATTACHMENT B

CONFLICT CHART FOR ATTORNEYS

PART III

Please complete this schedule pursuant to the instructions contained in G2 above.

Name: ____________________________

Name of Client Annual Fees(Reasonable Estimate)

Can Business be Expanded at the

Firm?(Yes or No)

Does Portability Require Hiring of Other Lawyers (Insert name if

known)

Is Client Currently For

Sale?(Yes or No)

If for Sale, Will You

Likely Retain Client Post

Sale?(Yes or No)



THE FIRM2007 Top 200 Clients

[INSERT LIST OF FIRM'S TOP 200 CLIENTS]

ATTACHMENT D

THE FIRMAUTHORIZATION TO OBTAIN CONSUMER & EDUCATIONAL REPORT

FOR EMPLOYMENT PURPOSES

I, __________________, as an applicant for the position of _____________ with the Firm (“Firm”), agree that the Firm may request and obtain any written, oral, or other communication of any information bearing on my credit worthiness, credit standing, credit capacity, character, educational background, general reputation, personal characteristics, or mode of living, from any person or agency which assembles or evaluates individual credit information, individual educational information, or other information on individuals for the purposes of furnishing that information to third parties.

I understand and agree that this information may include but may not necessarily be limited to:

my educational background; my credit history; any criminal records; any department of motor vehicles records.

I understand that, if requested and obtained, this information will be reviewed by the Firm for the purpose of evaluating me for employment.

I expressly authorize any person or agency which assembles or evaluates individual credit information, individual educational information, or other information on individuals for the purposes of furnishing that information to third parties to provide the information described above about me to the Firm. I understand that the Firm may request this information from more than one such person or agency.

Signed ______________________________________

Printed Name ____________________________

SSN: ___________________________________

Date of Birth: ___________________________________

Date: ___________________________________

ATTACHMENT E

Individual Business and Marketing Plan

[date]

LAWYER: _______________________

I. BUSINESS DEVELOPMENT ACTIVITIES

A. Top Clients.Identify the top five clients for whom you presently do work and identify your client contact and describe the nature of the work;

Client Name Contact Activity1. 2. 3. 4. 5.

B. Client Development and Retention. Identify up to five principal existing clients whom you will regularly visit/contact; describe the type of activity:

Company Name

Contact Activity

1. 2. 3. 4. 5.

C. Client Visits. 1. Identify up to five clients who would be realistic targets to invite to visit one, or more, of our offices to make a presentation:

2. Identify up to five clients who would be realistic targets for a group of FIRM attorneys to visit the offices of, and make a presentation to, on a timely issue of interest or concern:

3. Identify clients/contacts who should be invited to our Practice Group briefings.

D. Cross-selling. Identify up to five existing clients that you will introduce to another FIRM attorney for cross-selling purposes:

Client FIRM Attorney

Description of Action and Outcome Goal

1. 2. 3. 4. 5.

E. Prospects and Referrals. Identify up to five prospects or referral sources whom you will regularly entertain by way of lunches, dinners, etc.:

Prospect or Referral Source Activity1. 2. 3. 4. 5.

F. New Business Development.Identify up to five target prospects you will seek to develop new business from during 2008:

Target Prospect Type of LegalWork

Activity

1. 2. 3. 4. 5.

II. EXTERNAL ACTIVITIESIndicate activities (including costs) that you will personally undertake to accomplish in (year) in the following categories and identify how those activities fit within the overall plan for this Practice Group:

A. Memberships. I will become an active member in:

1. Bar Association Sectionsa. b. c.

2. Civic or Professional Organizationsa. b. c.

B. Leadership.I will work toward serving in a leadership position in the following:

Association/Organization Position DesiredAttained

TargetDate

C. Seminars and Presentations.I will participate in the planning of the following FIRM or outside- sponsored seminar, as a primary or panel speaker:

Seminar Topic Target Audience TargetDate

D. Articles.I will prepare the following articles as a primary or co-author:

Topic Target Audience TargetDate

E. Personal Development.I will undertake the following activities to help me develop my personal skills and level of professionalism:

CLE courses, films or tapes:

Teaching or lecturing opportunities:

Other:

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