More and more firms are adopting a non-equity partner tier, delaying equity consideration while extracting maximum value from high billing but relatively lowly paid senior attorneys tied to the job by the dangling hope of a future promotion that may never arrive.
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Above the Law – Thinking Like a Lawyer
Non-Equity Means Non-Partner
Intro: Welcome to Thinking Like a Lawyer with your hosts Elie Mystal and Joe Patrice, talking about legal news and pop culture all while thinking like a lawyer, here on Legal Talk Network.
Joe Patrice: Hello and welcome to another edition of Thinking Like a Lawyer. I’m Joe Patrice from Above the Law. I am joined by Kathryn Rubino. How are you today?
Kathryn Rubino: I’m doing all right, how about you?
Joe Patrice: I am okay. It is a brisk and cold day here in the New York offices of Above the Law. It’s freezing outside.
Kathryn Rubino: Yeah, I mean, our office is — I mean I like our office but it’s an older building, and I often feel that the windows, there’s lots of cold air that comes in. It’s one of those things where you see all those ads where like these companies are like, do you know which energy you could save if you got all new windows? You’d like, yeah, but it costs a lot of money.
Joe Patrice: Yeah.
Kathryn Rubino: Anyway, not that I own the building or anything like that, but I feel like it’s pretty cold.
Joe Patrice: Well, it’s also an old enough building that I don’t think you would save any money, because this is the sort of building that decides September 30th to turn up the heat to a constant 900 degrees and never waiver. So —
Kathryn Rubino: That is sure. This office is usually either hot or cold. There’s no comfort and there’s no in-between.
Joe Patrice: Yeah, so what else is going on? Well, I mean, I guess, we’re into the new year already, we starting off with the second episode of the year.
Kathryn Rubino: Yeah. So I know you had a story?
Joe Patrice: No.
Kathryn Rubino: No?
Joe Patrice: No.
Kathryn Rubino: You didn’t have a story? You didn’t write anything?
Joe Patrice: I mean you just are not really grasping the format of this show here, like —
Kathryn Rubino: I think that you’re really holding on to the format that you and Elie usually do when it’s the two of you, but I think you just need to accept it like when I’m here, you got to like snaps, you got to go with the flow, man.
Joe Patrice: I mean, I just feel like sometimes there’s just — you put a lot of pressure on me here and it’s very difficult, and it’s really time-consuming the way in which you make me constantly have to deal with something. It’s actually time-consuming in exactly the same ways that e-discovery can sometimes be.
Kathryn Rubino: That was not a rough transition at all.
Joe Patrice: Yeah, I mean, it could have been a lot easier if I had some help, but —
Kathryn Rubino: Your life is tough, friend.
Joe Patrice: It is, just like people who do e-discovery.
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Kathryn Rubino: There you go. That’s a pun.
Joe Patrice: Yeah. I even came up with the one for the next, next one, but I thought this one was better. So —
Kathryn Rubino: So, next week we’ll have the subpar pun.
Joe Patrice: Whoa, whoa, whoa, I’m not —
Kathryn Rubino: I am sure, I was just trying to —
Joe Patrice: I am not sure we should say it’s subpar, I just really enjoyed. I was feeling very Bugs Bunny today. I thought that this was the right answer.
Kathryn Rubino: I mean, listen, whatever, whatever 00:03:26.
Joe Patrice: Rabbits actually exist in the wild in addition to being pets. Did you know that, Kathryn?
Kathryn Rubino: I’ve heard things.
Joe Patrice: So what’s going on here is I’m trying to bring up a story from Kathryn’s past that she’s not proud of.
Kathryn Rubino: Yeah, it’s not my finest moment. Not my worst.
Joe Patrice: Yeah, so you were on a college campus.
Kathryn Rubino: I was, I was.
Joe Patrice: And you saw a rabbit?
Kathryn Rubino: Bunny rabbit.
Joe Patrice: Okay.
Kathryn Rubino: The little one, it was like white.
Joe Patrice: Let’s slow down. So you saw a rabbit. Let’s not get into specifying, and what was your reaction to seeing this rabbit?
Kathryn Rubino: I wondered if perhaps some sorority had lost their pet rabbit, because there’s a bunny on campus.
Joe Patrice: Right. As opposed to recognizing that rabbits or animals that exist outside of the concrete jungle of New York that you have grown up.
Kathryn Rubino: Sure, yes, well, the fact that I was born and raised in New York and lived there, the overwhelming majority of my life is obviously a big part of what goes into making the story hilarious to you and tragic to me.
Joe Patrice: And most of the listeners too, let’s not cut them out of this. They will also enjoy.
Kathryn Rubino: Okay, fair. We were right by sorority row at this college campus and there’s a whole like line of sorority houses and I just thought that a cute little bunny like that was probably a pet not something that existed in the wild, but you saw like a cute little — a poodle you would probably assume that it was a lost pet.
Joe Patrice: A poodle, yeah, like as poodles are not animals that generally hang out in the wild.
Kathryn Rubino: See this is — I don’t — do bunnies really generally hang out in the wild?
Joe Patrice: Yeah, yeah, yeah.
Kathryn Rubino: Really? I feel —
Joe Patrice: Like squirrels, like yeah.
Kathryn Rubino: No.
Joe Patrice: Yes.
Kathryn Rubino: I mean, I’m sure there are some having seen them but like they’re not as common.
Joe Patrice: No, more common, this is not like feral cats or anything, the rabbits exist.
Kathryn Rubino: Well, I’m aware they exist.
Joe Patrice: No, in the wild.
Kathryn Rubino: I just think they are generally pets.
Joe Patrice: Yeah — no.
Kathryn Rubino: You think they are more pet bunnies or wild bunnies?
Joe Patrice: I would assume they are more wild, but I guess I don’t know for sure. You know what that’s — this is why we met with the Internet.
Kathryn Rubino: The Google knows. I just feel like the only interactions I’ve ever had with bunnies before that incident, which was a couple years ago now, were definitely with people that I knew who had them as pets or like in like the pet store before like it grossed me out to go into a pet store because I heard terrible things about the way a lot of them are run.
I feel like that’s like the only place I don’t ever see a bunny, right? It was like in the pet store or like visiting a Mandarin because they had a pet bunny.
Joe Patrice: Yeah, fair enough. Well, we don’t — I’m not going to bother trying to figure this out. Now that can be a fun thing that people can write in if they happen to know the answer to whether or not they’re more wild or domestic rabbits in the world.
Kathryn Rubino: Yeah.
Joe Patrice: Yeah.
Kathryn Rubino: This is really turning into an A-plus legal podcast.
Joe Patrice: Right, this is content here, is what we call it.
Kathryn Rubino: This is content.
Joe Patrice: Yeah, this is scintillating content.
Yeah, so well, why don’t we transition into talking about something vaguely legal?
Kathryn Rubino: Okay.
Joe Patrice: What is jumping out at you today?
Kathryn Rubino: I don’t know. You had an interesting story about non-equity partners.
Joe Patrice: Okay.
Kathryn Rubino: I know it’s kind of a hobby horse of yours and something that I talk about a lot too — a lot on my other podcast, The Jabot, which deals with questions of diversity in the law and there’s this whole set of people who get the title of partner, but don’t get compensated like their partners and there’s a lot of questions about what that means, who gets kind of pushed off to this less than partnership.
I think it’s an easy way for firms to say that they check these boxes for diversity without actually giving diverse people candidates a piece of the pie. That’s definitely a thing that I think is happening.
Joe Patrice: Okay, so let’s break this down, because I think there’s a lot of issues and we can take them one by one. Let’s start with the issue that you’ve raised, diversity.
Kathryn Rubino: Yeah.
Joe Patrice: So, just take a step back to the beginning, partnership, historically a partner meant — in a law firm meant what you would assume the word “partner” would mean in any other business venture.
Kathryn Rubino: Sure.
Joe Patrice: Someone who is a part owner of the enterprise, and partners were selected among the ranks of lawyers as people who were part owners of the firm. They were therefore paid, not a salary per se, but a share of the firm’s profits.
So over the years that model has shifted, the historic model of a series of equally sharing partners started becoming tiers of partners. These partners get more than this one than this one then whatever. It in some firms became a complete Wild West mercenary show. This partner is compensated by the committee in a way that you other partners never even need to know about based on their book.
Kathryn Rubino: And that was definitely something we kind of hit on a little bit in last week’s episode when we talked about some of our —
Joe Patrice: The mergers.
Kathryn Rubino: — and dearly departed law firms as well, I think that Dewey & LeBoeuf had — quite famously had a compensation for some of their partners pretty —
Joe Patrice: Yeah.
So anyway, these partners are paid like this and over time we have now developed a new system where some firms, Kirkland & Ellis, being the one that’s the subject of this article have decided instead of a different tier of senior attorney or special counsel or of counsel as they used to call them, they now call these people partners and by partners they —
Kathryn Rubino: Do not mean partners at all.
Joe Patrice: — don’t mean that they are in fact partners in the company, but they are using the terminology that clients and people — other people that they market to would view as partner without really making them a partner.
And given that there’s a lot of issues. The first one will go back to diversity. It turns out that fewer people make this partnership from diverse backgrounds than people who are not of diverse backgrounds, but that reflects the industry as a whole.
What’s really problematic is more people of color and women are making this tier of non-equity partner and this isn’t specific to Kirkland as much as it is to the industry as a whole, though there are some numbers in a great article.
But the article that I wrote is based on an article that Roy Strom wrote for Bloomberg Law that it goes way deeper into the numbers and so I encourage folks to look at that.
But these new partners in name only as you can call them tend to be folks who are not making the big leagues and tend to over-represent diverse candidates in a way that the firm can then use to market to clients, look, we have a diverse partnership without really having a diverse partners.
Kathryn Rubino: Right, right.
Joe Patrice: Yeah, and this is just one more of the many obstacles that diverse lawyers and women face and it was bad enough before they created a new kind of bastardized form of partnership.
Kathryn Rubino: Which kind of gives them the PR bump without actually necessarily doing anything about it.
Joe Patrice: It’s the firm somewhat leveraging the goodwill of getting a promotion —
Kathryn Rubino: Here’s our partnership class.
Joe Patrice: A promotion title without changing their compensation, and the compensation issue which will now transition to, that’s problematic. These folks are still being paid as though they’re what the old verbiage of Special Counsel would be.
We’re talking about paying them more than associates which Big Law high market firms is around three hundred and some thousand dollars. So these folks are making 350-plus. Some are making upwards of five hundred thousand. That said, the amount that they are build out at, given that they have the vaunted partner title means that many of these — and this is from the article that I wrote and from Roy’s article, many of the Kirkland non-equity partners are bringing to the firm in billables something in the neighborhood of one-and-a-half to two million in returnables and only getting paid between 300 and 500.
Kathryn Rubino: Well, that seems like a real smart business decision on the part of Kirkland.
Joe Patrice: It certainly is. I mean, well, look, the legal industry is built on leverage.
Kathryn Rubino: Sure, sure.
Joe Patrice: That’s the whole pyramid scheme of it. There are fewer partners, then there are associates and they are billing out those associates and making more money that way.
Kathryn Rubino: And I always said when I was a young associate that, listen, the firm doesn’t want you to be here in ten years. Now, everyone cannot continue to be here in ten years. The model is that people will self-select out of the model.
Joe Patrice: Right, and there are problems with that.
Kathryn Rubino: 100%.
Joe Patrice: That does mean the talent that falls short of rainmaker but above functionary is being purged from the system.
Kathryn Rubino: Sure. It’s a grace, right?
Joe Patrice: Yes, and one hopes if you’re a believer in that system that new law school graduates will be replacement value basically — like that the people you’re losing, a replacement value and the new folks will come in and make sure that you always have that, but that’s not really true and in particular in some practice areas, there are practice areas that aren’t really revenue generating, in a strict sense but are necessary to serve the revenue generating functions of the firm. I’m thinking like —
Kathryn Rubino: ERISA
Joe Patrice: Bank Act, yeah, ERISA, it’s like these are functions that are necessary to make the deal work but that are not necessarily the lead on a deal.
Kathryn Rubino: You are getting a deal that is just these people but they are necessary for some of the larger deals with them.
Joe Patrice: Right. They may not be able to pick up and take their clients with them but they are necessary.
Kathryn Rubino: So it seems like they’re kind of just stuck at the firm and whatever they’re willing to pay them.
Joe Patrice: Right, and historically these folks have been made partners. What’s troubling about the new move towards this non-equity tier is you can start to see this level of talent being retained with that expertise but then being compensated far less. Now, some people would say that makes sense because they aren’t really the people bringing in the business.
On the other hand, they are necessary and talent you would hope gets compensated.
Kathryn Rubino: And it’s obviously a big debate about the ways in which law firms allocate credit for various rainmaking functions and that — if you can’t have a deal without a certain department or a group, maybe you shouldn’t be getting all the credit for all those deals.
Joe Patrice: You are right. Now an argument for a breakdown of the traditional partnership just gets the equal equity share lockstep model is that one could say that those non-rainmaking functions were more likely to miss the cut for partnership because there was no reason to share equally with them so they were put in that kind of mold.
Now though, I don’t think that’s — I think if that was the disease, the cure has turned worse. I think that a lot of these non-equity partners are folks who many times may well be in a position to build a business but are locked out by a tightly guarded group of people who are currently holding their partnership shares and hoping that — they can much as we said, the replacement value. They can name these people partners, build them out, get the leverage off — leverage them and then maybe they leave and hopefully the next crew can replace them.
Kathryn Rubino: Well, I mean are they — I mean my recollection from some of this data is that these folks are leaving by March.
Joe Patrice: Yeah, particularly at Kirkland, and it is important to note that Kirkland is somewhat unique in its deployment of this strategy. Other firms have these income or non-equity partners, but few people are really pushing it the way that Kirkland does and are as profitable at it as Kirkland is.
Kathryn Rubino: Sure.
Joe Patrice: I think from the article there is a stat that Kirkland’s average partner profits are around five million and that if they paid all of these non-equity partners, they would be — around two would be the average. That’s not the way which most firms with non-equity partner tiers operate. The standard firm that operates a non-equity tier, if you were to magically divide everything out amongst everybody, they would fall down to like 900,000.
So Kirkland is unique in how profitable it gets to be with this non-equity tier, but it also means that the gap between the haves and have-nots is more and you end up with these folks who are occupying this tier saying, I am making 400 grand to make this firm two million. I am called a partner. I need to get out of here. And the data as Roy broke it down shows that no, these folks are leaving in high numbers and with each passing year more and more of them from each class disappear. Roughly, after a couple of years roughly half of them are left and then it gets lower and lower after that.
Kathryn Rubino: So okay, if you are an attorney who has recently made — it’s January, partnership classes are usually announced around now, you find yourself in a non-equity partnership, what should you plan, what would your advice be, like what’s the plan? How long do you have before sort of the cachet of being partner disappears and it’s — your lateral opportunities are less?
Joe Patrice: And I think this is a place where it’s very situational.
Kathryn Rubino: Sure, sure.
Joe Patrice: Kirkland, the old-school model of eight years of being an associate and then you are up and then you are out, that model has changed in a lot of big firms, a lot of firms are now forcing associates to work 10 years, 11 years before that partnership moment.
To its credit, what Kirkland does, it still operates on a younger model and eight years do become these kind of non-equity partners and it just becomes kind of a weird purgatory. So a lot of these folks stick around, according to this article, because they are led to believe that if they really hunker down during these years that they are so highly leveraged that then three or four years down the road maybe they will have a shot at equity. So it extends their stay a little bit.
I think that if you feel you have the skills to be a partner somewhere and you get tagged with this non-equity, at most places you should start at least entertaining your options.
Kathryn Rubino: Yeah.
Joe Patrice: Yeah, if you don’t have portable business, you are probably not moving to another peer firm. Firms that make the kind of money that Kirkland makes, you are not going to be able to move to unless you have something that you can take with you and probably a very considerable amount that you can take with you.
That doesn’t mean that there aren’t other homes for you and if you feel there is any risk that you are going to end up stuck forever in a 400 grand tier, then that’s the point where you go to a firm that has 50 attorneys, where you can be a partner and yes, it’s a smaller firm.
Kathryn Rubino: I mean does quality of life affect that?
Joe Patrice: Well, I don’t know as though — at the partner level, I mean you somewhat control your quality of life as how crazy you are about loving the law, but you are going to make the money that you choose to make, you are going to end up, maybe not much more than what that non-equity tier is, but you are going to be a real partner. You are going to have the freedom to try and build the practice that you want and frankly you have the freedom to move somewhere else down the road once you build that practice, but staying a cog in a big machine, you are —
Kathryn Rubino: You are going to be at the machine for a lot longer.
Joe Patrice: Yeah, and you are unlikely to build that book. At a certain point if you are a special counsel at a big place, you are probably not generating clients that are portable. You may be beloved by the assistant general counsel that you work with.
Kathryn Rubino: But they are still going to stay with the big name law firm that they have had for the last 75 years.
Joe Patrice: Yeah. And so that’s why I think it’s worth always considering, it’s worth always taking those calls and stuff like that. Even if you don’t move, it’s worth knowing what your value is out there.
Kathryn Rubino: Yeah. And I think that a lot of people who wind up into the big law machine haven’t always taken a lot of time to consider what the next move is, right? You have been following a playbook that has been written for years ahead of time, you are kind of following the next step and following the next step, and I think that if you find yourself in this non-equity tier is really the time to take active control of what your next step is, what do you want out of the next 10, 15, 20 years of your career.
Joe Patrice: Yeah. And that’s where some real clarity moments are necessary, because I feel if you are in the sort of situation where you get this golden handcuff thrown on you and told if you stick it out for four years, maybe you will be an equity partner, that’s —
Kathryn Rubino: Probably not, but maybe.
Joe Patrice: Probably not, but maybe and that’s enticing to people and it can stunt their growth, because I feel like they — grass greener situations
Kathryn Rubino: I think that like there is — if you have stuck around in big law for that long, you probably have this image of what you imagined the future is and it’s probably the type of a law firm that is easily recognizable and your partnership at these big law firms, you probably have this like image of yourself, which I think that as the law is currently practiced, it just is not super realistic.
Joe Patrice: Yeah, yeah, that’s a good term is realistic and the era of the kind of lockstep one tier partnership appears to be crumbling, at least outside of the super elite and you have got to be honest with yourself though.
Kathryn Rubino: I guess fairly recently Debevoise announced that they were going to stick with their single tier partnership, right, so that was a big deal. But it was coming straight off the heels of the announcement that Cleary had lost five partners because they were not satisfied with the kind of size of the equal pie.
Joe Patrice: I don’t know as that we know exactly why they moved, but that’s what we all assume I guess is more accurate.
Kathryn Rubino: I guess that’s true. It has certainly been the assumption and there were reports at the time also were that their deal was going to significantly increase their compensation.
Joe Patrice: Yeah. Look, there are going to be a couple of firms out there who are in a place where they can stick with it, Debevoise, Cleary, Cravath, these are the sorts of places that don’t need to make changes.
Kathryn Rubino: Sure.
Joe Patrice: That said, I think there is a lot of impetus on the part of some of these other firms, especially in a world where competition has gotten to where it is, paying big to lure talent is a thing and some people just don’t get it. They continue to adhere to beliefs about relative reputation. And even senior attorneys, where they are responsible for all their business and they say well, I would never go to that firm. Why, they are offering you —
Kathryn Rubino: More money.
Joe Patrice: They are offering you more money and I can see it in a world where there are institutional clients, but these are your people, they follow you, I don’t understand.
I recently on the flip side had a situation where I saw someone who controlled their own book of business go to a firm that was much lower ranked as far as if you were looking at like an Am Law ranking, but her argument was my business is my clients, so it really doesn’t matter where I go, it just matters what I am getting.
Kathryn Rubino: Right, as long as they are good with what they are getting and there is that kind of base level of institutional support, but that’s not a super high barrier really.
Joe Patrice: Yeah. I mean in an era where partners are bringing associates with them, then you really don’t have to —
Kathryn Rubino: Yeah, and also in an era where things like word processing isn’t really a thing, right? People’s use of their assistants has changed dramatically from the early 90s or 80s or something like that.
Joe Patrice: Yeah.
Kathryn Rubino: I remember when I was interviewing at a — before I went to law school being at a law firm and there was a partner who did not have a computer in his office.
Joe Patrice: Well, that seems a bit extreme.
Kathryn Rubino: Yeah. I mean this is like — this is not super long ago, this is the early 2000s, but they did not have a computer in their office because what would I need that for.
Joe Patrice: Yeah. Well, are we done talking about non-equity partners?
Kathryn Rubino: I think so.
Joe Patrice: Okay, because one, just to finish up the last couple of minutes here, I am going to complain about something that as a person who writes about the news landscape is always very frustrating.
Kathryn Rubino: Sure.
Joe Patrice: In December we wrote an article about a judge who was in some hot water with ethics folks because — well, allegedly she was operating a series of threesomes and orgies in her courtroom.
Kathryn Rubino: That’s not encouraged, it’s actively frowned upon.
Joe Patrice: They frown on that.
Kathryn Rubino: Yeah, yeah, yeah.
Joe Patrice: And she was utilizing state funds to hire orgy people.
Kathryn Rubino: That’s not great. So you wrote about this on December 9, I think, was the date?
Joe Patrice: Yeah, something like that. So in the first week of January or God, maybe even second week of January, in the second full week of January, NBC News decides to pick this story up and I get a million and one people sending it to me going, why haven’t you guys talked about this. And I am like I did.
Kathryn Rubino: I will tell you I took a little sneak peek at our weekly traffic and that story from a month ago will likely be in our top ten stories of the week and I will tell you —
Joe Patrice: Well, that’s encouraging at least.
Kathryn Rubino: But I will tell you though that for listeners having a story from a month ago being the weekly top ten is not super typical, something unusual has to happen and apparently being one month ahead of the curve when it comes to ethics violations is exactly the secret sauce that you need to tap an old story, start popping it again.
Joe Patrice: Yeah, courtroom orgies, it’s —
Kathryn Rubino: You know, you would think that alone would get a lot of people reading that story.
Joe Patrice: Yeah. I mean the way I phrased it, because I write for a legal — that might be one of the problems, I write for more legally savvy audience than NBC. NBC just talked about threesomes and I made the point that it was recreational impleader. Don’t like the Rule 14 jokes?
Kathryn Rubino: Yeah, it’s fine. I mean they are funny, I get it, I totally get it.
Joe Patrice: Yeah.
Kathryn Rubino: I totally get it, it’s a pretty funny joke.
Joe Patrice: Yeah. See, that just is coming across incredibly condescending, like you don’t think it’s funny?
Kathryn Rubino: I come across condescending?
Joe Patrice: Yeah, yeah.
Kathryn Rubino: No, it is funny, it is funny, but you are also right that I think it’s a niche joke.
Joe Patrice: Yeah, fair enough. Anyway.
Kathryn Rubino: Anyway.
Joe Patrice: We are cool.
Kathryn Rubino: Cool, cool, cool, cool.
Joe Patrice: So with all that said, I guess this brings us to the end of another episode. I wish I had like a sound effect for like some sad notes or something like that. Like a really melancholy ballad, something like that.
Kathryn Rubino: I have pretty much tapped out my list of sound effects what I can do.
Joe Patrice: I wasn’t asking you to do though, trust that that was never on the table.
Kathryn Rubino: Don’t you have a soundboard?
Joe Patrice: I do and I don’t have a melancholy ballad sort of thing. I have got to update it.
Kathryn Rubino: I mean if not, why not?
Joe Patrice: Yeah, I guess. Anyway, so with all that said, thanks everybody for listening.
Kathryn Rubino: Thank you all.
Joe Patrice: You should be subscribed to the show and deliver some reviews to it, not just give it the little stars, which we appreciate, don’t get us wrong, but writing some comments about it, just the mere act of putting words there helps out because the powers that be say if someone thought enough to write some words then that means they really mean it and it pushes it up the ratings scale.
You should be reading Above the Law, that goes without saying. You should follow us, I am @JosephPatrice, she is @Kathryn1. You should follow Above the Law, it’s @atlblog. You should be listening to not only this show, but The Jabot, which is Kathryn’s podcast that she referenced and the other offerings of the Legal Talk Network, which are too numerous to mention.
And you should — is there anything else that I always say?
Kathryn Rubino: No, I think that’s everything.
Joe Patrice: You know, it’s amazing how years into this show I have not figured out exactly how many of those things I say. Anyway.
Kathryn Rubino: Well, you kind of fly by the seat of your pants on them.
Joe Patrice: I agree. And of course thank you to Logikcull for sponsoring the — not only the show and providing a great eDiscovery project, but sponsoring my effort to come up with as many pet puns as possible.
Kathryn Rubino: Yeah, thanks a lot for that.
Joe Patrice: Cool.
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