Law Practice Management Asked and Answered Blog

Category: Mergers

Dec 08, 2015

Law Firm Merger – How Do Firms Handle Integration of Assets

Question:

I am the managing partner of our six attorney civil litigation firm in Lexington, Kentucky. We are in the early stages of merger discussions with a fourteen attorney firm in Lexington. My partners have asked me how other firms integrate their assets when the merger become effective. We would appreciate your thoughts?

Response:

A variety of approaches are often taken in upstream mergers.

One approach is to transfer all of the assets and liabilities to the other firm and receive a credit to your capital accounts for the value of the contributed assets/liabilities with a check from the other firm if the value of the assets contributed exceed the required capital contribution based upon the ownership shares that you are being offered in the merged firm.

The more common approach that I see taken in upstream mergers is for the smaller firm to retain the firm cash accounts, accounts receivable, work in process, and sell the fixed assets (furniture and equipment) to the other firm for cash or receive a capital account credit for the value of the fixed assets contributed. If additional capital is required, each partner would write a check to the merged firm for their capital contributions. Your existing firm would be responsible billing out old work in process and collecting old receivables and when the income is received these funds would be deposited in your existing bank accounts and entered in your old books. You firm would also be responsible for accounts payable and other liabilities that exit prior to the merger.

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John W. Olmstead, MBA, Ph.D, CMC

Oct 27, 2015

Law Firm Succession/Transition/Exit Planning – Two Phase Deal Arrangement for Sole Owners

Question:

I am the solo owner of a five attorney estate planning firm in Los Angeles consisting of myself and four associates. I am approaching retirement and looking at my exit options. Since there are no heirs apparent in the firm I am looking to sell the practice. However, the potential buyer that I have been speaking with is nervous and concerned about client defections, proper transition, etc. Also, I would like to continue to practice for a few years and don't want to run afoul of the rules of professional conduct. I would appreciate your thoughts.

Response:

You might want to consider a two-phased approach. Merge with the other firm, continue to work for a few years, work on transitioning relationships, retire and sell your interests, and continue to work as an Of Counsel after that if you so desire.

For Example. A sole proprietor was generating $500,000 in annual revenues with one full-time senior attorney, a full-time paralegal, and a clerical person while netting 40%, including perks and benefits. This owner wanted to work three more years full time and several more years in a part-time role thereafter. The firm interested in acquiring the practice was a three-partner firm generating $2.2 million a year working with similar clients, under a similar culture and fee range.

Phase One consisted of a merger with the retiring owner agreeing to retire in three years and sell his ownership interests for an agreed amount. At its inception, the two practices were combined. The successor firm provided the practice with the same amount of labor required in the past through a combination of retaining and replacing staff, as both were deemed necessary by the parties. The successor firm took over most of the administration, and the deal was announced to the public as a merger.

The transitioning owner was able to come and go reasonably as he saw fit, run his practice through the successor firm’s infrastructure, and retain significant autonomy and control. Because he historically generated a 40% margin, the successor firm agreed to assume all the operating costs of the practice and pay 40% of gross collections from the transitioning owner’s original clients as compensation. Phase One was set to terminate on the first of the following events: (1) the end of three years; (2) the death or disability of the transitioning owner; or (3) the election of the transitioning owner.

Phase Two was the buyout of the retiring partner's ownership interest, and it was set up in a traditional fashion. Phase Two kicked in at the end of Phase One. By deferring the buyout until the full-time compensation ceased, the transitioning owner could extend the period for his full-time compensation, and the successor wasn’t being asked to pay for the practice and full-time compensation at the same time."

Many firms have taken this approach and we have found that it increases the likelihood of successful client transitions, reduces the risk of client defections, and increases the value for the retiring owner.

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John W. Olmstead, MBA, Ph.D, CMC

Apr 28, 2015

Law Firm Merger – Finding Merger Candidates

Question:

I am the managing partner of a 14 attorney firm in Los Angeles. We are primarily a transactional practice and we are considering looking for a litigation firm to merge with our firm. I would appreciate your thoughts on locating merger candidates.

Response:

For larger firms that have a talent or book of business void or solo practitioner and sole owners’ merger is often an appropriate strategy and approach. It all comes down to the finding the right firm, the right culture, and the right fit. The search process can take time as we.Here are some suggestions to help get the search process started.

Using the Internet and Google, start by thinking about possible target law firm candidates;
Prepare a merger candidate short list based upon firms that your firm has worked with or have had contact;
Prepare a merger candidate short list based upon firms that your firm is aware of but have not worked with nor had any contact – cold leads;
Decide on an initial contact strategy for each target firm and who in your firm will initiate contact;
Begin contacting target firm and setting up initial meetings;
Maintain and constant and consistent flow with prospective merger candidates rather than fits-and-starts;
Work toward a specified target goal and maintain a timeline to avoid project drift;
If your firm is unable to maintain a constant and consistent flow consider outside assistance;and
If your firm is unable to identify suitable target candidates, consider some advertising vehicles such as Craigslist, Law Schools, Bar Association, Legal Publishers, Monster.com, Local Newspapers – print and online, and legal recruiting firms.

My experience has been that for small law firms the most successful approach for locating merger candidates has been developing the short list and looking in their own backyard. However, other approaches, including advertising, have worked as well. If the firm decides to use advertising, the firm may want to keep from divulging the firm name too early in the process.

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John W. Olmstead, MBA, Ph.D, CMC

Mar 12, 2015

Law Firm Merger Preliminaries

Question:

Our firm is a 17 attorney firm in Dayton, Ohio. Several of our founding partners are retiring and we have been contemplating exploring a merger with another law firm but are not sure where to start. I would appreciate your ideas.

Response:

Start by determining your merger objectives. Why do you want to merge? What do you hope to achieve? Is merger compatible with your strategic plan? What size of firm are you considering?

Once you are sure that merger exploration – in general – makes sense – you should insure that your house is in order. In other words – can anything be done to enhance the value and/or marketability of your firm? For example:

Do you have a business or strategic plan? If not – how will you convince a potential merger partner that you have a plan for the future and know where you are going? Maybe now is a good time to work on that plan.
Work on and clean up your financials. Improve the financial performance of your practice. Eliminate deadwood. Write-off uncollectable A/R and WIP.
Avoid entering into long term commitments that might make your firm undesirable to another firm. (new long term leases, risky client matters/cases, loans, admission of new partners, unfunded partner buyouts/retirements, etc.
Enhance firm image where you can.
Develop a first class firm profile.

Next, develop a merger marketing plan and begin working the plan. Try to generate enough leads that you can explore merger with several firms rather than engaging in "random merger talks" which often result in isolated merger offers with you having no framework for comparison.

Use an outside consulting firm if you need help organizing, identifying candidates, and managing the process.

Once you have merger candidates identified – the real work begins.

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John W. Olmstead, MBA, Ph.D, CMC

May 27, 2014

Law Firm Merger – Merger of a Solo with a Two Attorney Firm

Question:

I am a solo in Bloomington, Illinois. I have just completed my third year in solo practice. I have one full time secretary, a paralegal, and I office share with a group of attorneys. My overload is low and my margin is 61%. I have been approached by a two attorney (2 partners) firm regarding merging with their firm. One of the partners is relatively new (joined the firm 3 years ago) and the other is the firm founder and is planning on retiring in the next year. On average the other firm's revenue per attorney and partner earnings is on par or even less than mine. Their overhead is much higher. The two partners have been operating on a handshake with no succession/transition plan for the senior partner and no understanding of retirement financial arrangements (buy-out). While I have some concerns and fears about merging I believe that merger would provide me access to mentoring, additional resources and staff, and ability to improve my competencies and handle larger more complex cases. I would appreciate your thoughts.

Response:

I would be concerned that you have been approached to help with the buy-out of the senior partner. In essence this may be a large unfunded liability that you and the other partner will be saddled with for a number of years. It sounds like, based upon past performance of the other firm, that if there is a substantial buy-out of the senior partner you could end up making less for several years. Other than your rent there will be marginal cost savings as a result of the merger. Improvement in your earnings will be dependent whether you and the other partner can in fact generate larger cases, larger revenues, and increased leverage.

If I were you I would ask the firm to work out the details concerning the senior partner's retirement as to timeline, the mechanics, the cost/funding of the buy-out, and put same in writing. Once this is accomplished factor this into the rest of your due diligence and analysis.

If the firm is unable to get their arms around the retirement of the senior partner issue I would stay clear.

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John W. Olmstead, MBA, Ph.D, CMC

Feb 18, 2014

Law Firm Merger – Should We Merge

Question:

Our firm is a 16 attorney insurance defense firm in Central Illinois. We have 8 partners and 8 associates. We are in second generation, have inherited our existing clients from the original founders, and currently have no rainmakers. We need to bring some rainmakers into our partner ranks and have been discussing the possibility of merger. I would appreciate your thoughts.

Response:

While mergers can be a valid option making them work is often another matter. Research indicates that one third to one half of all mergers fail to meet expectations due to cultural misalignment and personnel problems. Don't try to use a merger or acquisition as a life raft, for the wrong reasons and as your sole strategy. Successful mergers are based upon a sound integrated business strategy that creates synergy and a combined firm that produces greater client value than either firm can produced alone.

There can be a whole list of reasons for failure including poor financial performance, attorney defections, loss of key clients, and leadership and management issues. However, it has been our experience that most failures have been the result of poor cultural fit. The merging firms – after they have moved past conflict checks and excitement about new client potential – jump immediately to an examination of practice economics and the financials. They fail to perform proper due diligence on the people. It is critical that firms insure that cultural due diligence is a key component of the merger assessment process. Philosophies, personalities, and life styles should be generally compatible. The partners should like each other and the deal should make sense.

The question is not the what (merge) but the who (people).

I would suggest that you consider a lateral strategy as well as a merger strategy and let the WHO and right fit direct your thought process. Also insure that you have fully explored whether you have really developed the business development potential of the partners you have now.

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John W. Olmstead, MBA, Ph.D, CMC

Aug 06, 2013

Are We a Suitable Candidate for a Traditional Law Firm Merger?

Question:

Our firm is a 22 attorney firm located in Pittsburgh. While we represent both individuals and businesses our focus is on small business representation. During the past few years we have come upon hard times. We have lost several partners and a couple of business clients and we have a few partners coming up for retirement over the next few years. Several of our senior partners have suggested that we might be a merger candidate for a large law firm. What are your thoughts?

Response:

Don't count on a larger law firm coming to your rescue unless:

You have a practice that is strategically important to the larger firm (all practice areas).
You have an exceptional bench of superior lawyer talent with mixed age spread.
Your firm has had exceptional financial performance and on a par with the larger firm.
Your billing rates, methods, and practices are on a par with the larger firm.
Your partner earnings are on a par with the larger firm.

Unless the above ingredients are in place the firm may not be a suitable candidate for merger or it might find that the larger firm cherry picks some of the key partners off one by one.

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John W. Olmstead, MBA, Ph.D, CMC

May 21, 2013

Law Firm Mergers: The Importance of a Timeline and Project Plan

Question:

Our firm is a 4 attorney firm in Columbus, Ohio. Three of our partners are in their 60s and contemplating their exit strategies. We have a very profitable high profile practice and have been approached by a couple of very large firms concerning possible merger. We believe that this would be our best exit strategy. What mistakes have you seen other firms similar to ours make that we should avoid?

Response:

Mistakes can run the gambit – from choosing the wrong marriage partner – to getting into a deal that does not make business sense. A common problem that I have sees is the lack of a timeline and project plan resulting in project drift and lost time. I just got involved with a small firm that had been working with the managing partner and a small team from a much larger firm. After a few months of financial and other document exchange, informal gatherings, etc., these individuals advised the partners in the small firm that they believed all looked good and led the partners in the small firm to believe that a deal with eminent. However, after one year had passed the small team in the larger firm presented the matter to the full partnership for a vote on the merger and the partnership voted against the merger.

Lessons Learned

Don't assume that the managing partner or a small merger committee or team in a larger firm speaks for the firm or has the authority to approve a merger. Merger with another firm or extending partnership are usually decisions restricted to partnership vote in most firms.
The partnership dynamics in larger firms will always be a variable and in larger firms a great deal of time is often required for this to play out.
It is critical that you establish your timeline (goal date) and let it be known to the other firms that you are speaking with. Let them know that you are talking with other firms that will have to have a decision by a date certain.
Outline a step-by-step task or project plan based on the goal date to focus your efforts, keep you on target, and reduce project drift.

Don't invest a year with only one firm only to find out that they are not interested.

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John W. Olmstead, MBA, Ph.D, CMC

Apr 02, 2013

Law Firm Merger – Where to Start When Merging/Acquiring a Smaller Firm

Question:

Our firm is a 26 attorney firm in Louisville, Kentucky. We are considering merging/acquiring a 12 attorney firm in the local area. This is virgin territory for us as we have not done this before. We would be interested in your thoughts as to where we should start and the process we should use to minimize the risk of making a mistake.

Response:

While mergers can be a valid option making them work is often another matter. Research indicates that one third to one half of all mergers fail to meet expectations due to cultural misalignment and personnel problems. Don’t try to use a merger or acquisition as a life raft, for the wrong reasons and as your sole strategy. Successful mergers are based upon a sound integrated business strategy that creates synergy and a combined firm that produces greater client value than either firm can produced alone.

The question is not the what (merge) but the who (people)

You should do all the due diligence that you can – start with the people – then move through the rest of the process.

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John W. Olmstead, MBA, Ph.D, CMC

Jun 13, 2012

Law Firm Merger – Challenges Implementing a Small Firm Merger

Question: Three years ago our firm merged. The merger involved three solo attorneys and their staff merging into one firm. Now the firm consists of three partners and six staff members – a firm of nine people. While the firm is doing well financially and we are on a growth track we are having issues involving conflict among the partners and staff. In some ways we are still operating as three law firms. Staff are not working well together and they refer to old firm and new firm. They are resistant to change and they have created personal fiefdoms. We merged to create one firm – not three – but we fear that we are still functioning as three law firms. Do you have any suggestions?

Response:

The people issue is often the major hurdle that law firms face when implementing a merger. In your situation you are now a firm of three lawyers and six staff members – nine people – a firm three times the size of the individual firms. You are now a law firm – not solo practitioners – and you must adjust you management and communication styles accordingly. Partners must begin to think in terms of firm-first rather than their individual practices or me-first. Roles need to be spelled out for the partners regarding management and leadership of the firm (structure and management plan). Roles and performance expectations should also be spelled out for the staff as well. While conflict can result from personality clashes and having the wrong people on the bus – often conflict results from unclear roles and expectations and poor communications. Fix these issues and you often will reduce the conflict. If you are not having frequently scheduled team meetings I suggest that you start having them. This will do a lot to improve communications.

You must also review your work processes and practices and consolidate as much as possible into a set of firm – rather than three firm's sets – of policies and procedures and everyone should conform to these rather than the practices of the past.

Consider:

Partners sitting down, discussing whether they want a firm-first v.s. a me-first firm and what they need to do to set the tone – the example – for the firm.
Partners clarifying how they want to manage and lead the firm – specific roles and responsibilities for management, etc.
Job descriptions outlying roles and expectations for staff.
Annual performance reviews for staff. Working together and teamwork should be one of the measures.
Monthly team meetings with an agenda and minutes taken.

If the conflict is due to personality or behavioral issues – confront the behavior and if necessary put the individual off the bus.

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John W. Olmstead, MBA, Ph.D, CMC

Law Practice Management Asked and Answered Blog

Category: Mergers

Dec 08, 2015

Law Firm Merger – How Do Firms Handle Integration of Assets

Oct 27, 2015

Law Firm Succession/Transition/Exit Planning – Two Phase Deal Arrangement for Sole Owners

Apr 28, 2015

Law Firm Merger – Finding Merger Candidates

Mar 12, 2015

Law Firm Merger Preliminaries

May 27, 2014

Law Firm Merger – Merger of a Solo with a Two Attorney Firm

Feb 18, 2014

Law Firm Merger – Should We Merge

Aug 06, 2013

Are We a Suitable Candidate for a Traditional Law Firm Merger?

May 21, 2013

Law Firm Mergers: The Importance of a Timeline and Project Plan

Apr 02, 2013

Law Firm Merger – Where to Start When Merging/Acquiring a Smaller Firm

Jun 13, 2012

Law Firm Merger – Challenges Implementing a Small Firm Merger

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