Law Practice Management Asked and Answered Blog

Category: Succession/Exit Strategies

Aug 14, 2024

Law Firm Succession and Exit Strategy – Referring Out Work too Soon

Question:

I am an estate planning attorney in Chicago. I am currently 72 and have been in practice and owned my own firm for 45 years. In the past I had an associate attorney in the firm and a couple of legal assistants. Currently I have one part time associate no assistants. I do all of my own paralegal and administrative work. My associate has no interest in taking over my practice. Therefore, I am considering options as what to do with my practice. I have wound down over the last few year by cutting back on my time and hours and referring out almost all of the new prospective clients that contact the office to several other law firms. In fact, I quit taking on new clients three years ago and have referred out a substantial amount of work – gratis – without any form of compensation or referral fee.

I plan on speaking with a firm other law firms concerning joining as an “Of Counsel” with a transition plan for my retirement and taking over my practice. I would like to receive some compensation for the “sweat equity” for building the practice.

I would appreciate your thoughts.

Response: 

Of Counsel arrangements are the most common arrangements for sole owners/solos in situations such as yours. While practice sale is an option, I find the OC route the most common approach acceptable to other law firms. Your financial performance over the last five years often has a lot to do with the level of interest that there will be from other law firms, the compensation arrangements they are willing to offer, and if and whether they will be willing to compensate you for your “sweat equity” or book of business either while you are there as OC or post retirement. Unfortunately, your early winding down and referral of clients has resulted in your financial performance over the last three years dropping from what it was in the past. You have also referred out clients which also would be future referral sources to other law firms which would be a major selling point for establishing a “sweat equity” value for your practice. I often advise my clients – don’t wind down or referral out clients too early – do so when you have an arrangement with another firm. 

This does not mean there is not hope or that any other firm’s will have an interest in you or your practice. It could be that another firm is interest in you, especially if you have a unique skill set that the other firm does not have, and what you can do to help take their firm to the next level in a couple of years. When you are asked to provide financials to prospective law firms you might want to provide a list (redact the names of the clients) illustrating the value of referrals you have made to other firms over the last few years with fee estimates.

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

Aug 07, 2024

Law Firm Succession – Using Affiliation or Of Counsel Relationships as a As a Pre-Merger Pilot Test

Question:

I am sole owner of a law firm in San Rafael, California with an estate planning practice.  I have two part-time attorneys, four paralegals and three legal assistants. I am in my late 70s and want to retire in the next three years. I have recently had several discussions with another small firm that is interested in acquiring my practice via a merger. While I will only be practicing a few more years I want to ensure that I have the other firm would be the right fit for my clients and staff. Do you have any thoughts or suggestions?

Response:

Making the right decision concerning the “Who” is usually more important than the “What” or the “How”. Take your time to do the proper due diligence regarding the other firm. Get to know the partners as well as the employees of the other firm. Ascertain practice, client, and cultural compatibility. If you both determine that a a deal might make sense – then move to the “How”. Even though you have done the best due diligence you can – you won’t really know about the other firm until you try working together. So before you jump – consider taking a few baby steps first. You might start with an affiliation arrangement (Of Counsel) as a Phase I pilot test for six months. Under this arrangement you can both refer work to each other as well as have the other attorney work on some of your client matters. Outline the details of the relationship in an affiliation or Of Counsel) agreement. After six months review the success of the arrangement and whether it makes sense to take the next step. If it does – a Phase II step might be to enter into a more formal form of  practice continuation/transition arrangement with the other firm. Phase III would be either the eventual sale of your practice or merger with the other firm. Taking a phased approach allows you learn more about the other firm which will increase your odds of a successful transition and buys you time before actually merging your practice if that is the direction you should go.

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

Mar 06, 2024

Law Practice Succession Planning for a Sole Owner – A Question of Value

Question: 

I am a sole owner of a three attorney firm in Chicago suburbs. I am sixty-five and have two associates in the firm. We do estate planning, elder law, and estate administration exclusively. While I want to continue working for the next five years I want to begin succession planning and gain some understanding of how to value the firm and what it might be worth, if anything. Your thoughts on this topic would be most appreciated.

Response: 

Prospective buyers whether they be attorneys in your firm or another firm must be willing to pay the price you are asking and they will, when determining what they are willing to pay for your practice, estimate the extent to which they are likely to make more money and improve their position economically by purchasing your ownership interest or practice. If they can do as well in salaried practice or within a short time by starting a new practice, they will be unwilling to pay more than a token amount for the goodwill of the your practice. Likewise, depending upon the individual personal and professional qualifications of a prospective buyer, the same practice may have a greater or lesser value.

Internal Strategy – Selling Your Interest to Other Attorneys in Your Firm 

This is the option that we like to see a firm start with. Determining and receiving a fair price depends largely upon obtaining the right buyer. They must have the ability to keep your practice intact and have the financial resources and inclination to take on the risk of owning a law practice. The right buyer must possess not only adequate professional qualifications, but also favorable personal characteristics which are just as important in determining whether a young lawyer will be able to take over an established practitioner’s practice. Most practices are not sold outright for cash. Usually, payments will be spread over a period of two or three, or more, years. If the buyer is unable to handle the practice successfully, he or she may be unable to continue your practice.

The plans for valuing a withdrawing, deceased, or otherwise terminating partner’s interest in an organized law firm are many. Law firms will generally turn to one or a combination of the formulas listed below:

1. A dollar figure set for each percent of the share of interest or for each share of stock in a professional corporation (This can be reset each year or on agreement or formula).
2. A valuation placed on the goodwill or contribution of those who originated the firm.

3. A valuation placed on the contribution of a partner other than originators of the firm.

4. Capital attributed to the partner whether contributed in the form of cash, library or other assets.

5. A calculation to include unbilled work inventory and accounts receivable.

6. A figure or formula related to annual earnings.

7. Provision for a gradual reduction in earnings over a period of years.

8. Provision for some participation for the rest of the life of the partner.

9. Participation in earnings or other value based proportionately on the number of years of service with the firm.
10. Funded pension arrangements under the partnership or professional corporation form of practice.

External Strategy – Merging Your Practice with Another Firm

While you have a couple of associates working in the firm don’t assume that they will have an interest in ownership. If not you may have to consider merging with another firm. This is a common approach taken in such situations. More often, the lawyer or law firm will first assess the compatibility and economic feasibility of the merger. After determining that it is appropriate to proceed to join forces, favorable billing and other economic arrangements can be concluded with further considerations including a plan for ongoing income distribution arrangements among the partner and salary arrangements for employed lawyers and others who become part of the merged organization.

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

Feb 14, 2024

Law Firm Succession – Transition of Senior Partners Leadership and Management Roles

Question: 

I am one of three founding partners in a 17 lawyer insurance defense firm in Houston. We have a total of 18 lawyers in the firm – 3 founding equity partners, 4 other equity partners, 5 non-equity partners, and 6 associates. The three of us founding partners are in our 60s and approaching requirement and are concerned about succession planning and transition. We feel that we are in good shape concerning transition of clients but not so concerning management roles and responsibilities. The firm is managed by the three of us and we have kept tight reigns on the administrative/management side of the house. We would appreciate your thoughts.

Response: 

A successful transition strategy involves three components.

1. Legal Skills (lawyering skills)
2. Client and Referral Source Relationships
3. Firm Management and Leadership Roles

While it sounds like you are in good shape concerning legal skills of your other partners and client and referral source relationships, work needs to be done in the areas of firm management and leadership.

Law schools do not train or develop managing partners or lawyer managers, nor does doing excellent and complicated work for demanding clients. Highly competent attorneys do not necessarily make good managing partners or lawyer managers. Some of the best lawyers are the worst managers. The better lawyer managers have a second sense for people and management, in addition to being good lawyers and possibly outstanding rainmakers. Many firms develop successors to management by delegating to selected mid-level and junior partners short term management assignments and by rotating these partners through various management areas to develop their general management skills rather than developing particular lawyers as specialists in specific management areas. These firms begin to train mid-level and junior partners by assigning short term, low risk management activities before entrusting them with key management jobs.

Management Skills

The following are recommended areas in which the management skills of mid-level and junior partners can and should be developed:

1. Client relations, including origination, development and retention;
2. Acceptance of new clients and matters and the management of performance of legal work in substantive practice areas and sub-specialties;
3. Associate recruitment, training and development of a personal and professional nature, promotion, evaluation and compensation and termination;
4. Administrative staff organization, relationships and utilization;
5. Budgeting for revenue, expenses, capital expenditures; billings and collections; financial and variance reporting and utilization of resultant financial data and management information;
6. Technology including computers, software, other equipment and technical support from non-lawyer specialists;
7. Leases, space utilization, negotiations and construction.

Techniques for Developing Skills

On-the-job-training is the most effective technique for developing and refining the management skills of mid-level and junior partners. Three of the most frequently used approaches for teaching management skills include being assigned to a committee, being elected or appointed to a management or leadership position and serving as a member of a special team.

1. Committee Membership: Mid-level and junior partners may be appointed or elected to serve on the management or other committees. Depending upon the form of firm governance, partners may be appointed or elected to represent various age groups and/or regional offices in multi-office firms. They may be chosen to serve on other committees such as marketing, associates, recruiting, lateral hires, administrative staff, financial, ethics or the management committee, etc.
2. Appointed positions: Partners may be appointed to manage functional areas of administrative or substantive firm activity. For example, a partner may be appointed to chair a practice area or one of its sub-specialties. Another one may chair the marketing committee. A third may serve as the firm’s ethics partners, etc.
3. Special Team: A partner may lead a special team to address a specific issue or function. For example, a partner may be requested to recommend new or emerging practice areas. Another may explore the feasibility of establishing a new regional office. A third partner who has an interest or background in technology may direct the firm’s automation effort, etc.

The mid-level or junior partner selected for training should receive administrative assignments and his or her performance should be evaluated accordingly. Each lawyer manager should be requested to develop a plan for the year, including goals and proposed action plans for accomplishing their objectives. They should be required to review these plans with the head of the committee or the partner to whom they are accountable. Partners who are appointed or elected to specific positions should be accountable to a partner or committee responsible for their actions and be evaluated on their performance. Many law firms consider the success or failure of partners in planning and implementing administrative assignments when recommending or setting their compensation levels. This is done to encourage the firm’s “best and brightest” partners to accept administrative assignments and not feel uncomfortable because they may record fewer billable hours. Also, it would be wise for the managing partner or executive committee to identify and provide other non-monetary forms of recognition to successful lawyer managers.

Planning for the transition of law firm leadership and management calls for the ability of the current managing partner or members of the management committee to spot leadership and management potential among the partner complement. Once this potential has been identified the current management must nurture and develop this potential so as to provide the future leaders of the firm.

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

Jan 31, 2024

Law Firm Equity Partnership – Buy-Ins and Buyouts

Question:

I am the sole owner of a personal injury practice in Orlando, Florida. I am in my mid-sixties and am looking to transition out of the firm and retire in the next five to seven years. I have three associates in the firm. I would like to sell my equity to one of the associates that has expressed an interest and has been with me for many years. I would like to receive some value for founding the firm and my contributions over the past thirty years. I would like to see him a twenty percent interest initially and more over the next few years. I am trying to determine a firm value for calculating his buy-in. I would appreciate any thoughts that you may have regarding how buy-ins for partners are determined.

Response: 

Approaches to buy-ins and buyouts are all over the place in law firms. Here are a few of the common approaches:

1. Naked in and naked out – given shares or percentage interest.
   No buy-in at all. A new equity partner is given a percentage interest or shares with no buy-in whatsoever. When the partner leaves the firm
   for whatever reason he or she is paid their share of earnings to date and that is it. No buyout for their interest.
2. Naked in and naked out with cash-based capital contribution.
   A new equity partner is given a percentage interest or shares with a capital contribution in alignment with their percentage interest.
   When the partner leaves the firm for whatever reason he or she is paid their share of earnings to date and their capital account.
3. Naked in and naked out with cash-based plus WIP and AR buy-in.A new equity partner is given a percentage interest or shares with a capital contribution and a buy-in the unbilled work in process and accounts
   receivable in alignment with their percentage interest. When the partner leaves the firm for whatever reason he or she is paid their share of earnings
   to date and their cash-based capital account plus their interest in accounts receivable and unbilled work in process.
4. Purchased shares based on a valuation at the time the shares are purchased and sold.
   A new equity partner is sold a percentage interest or shares based on a valuation at the time of purchase. When a partner or shareholder leaves the firm for whatever reason he or she is paid their share of earnings to date and their shares are purchased based upon a valuation of the firm at that time. These valuations often include a goodwill value. Sometimes the purchase price is discounted for sweat equity – time that an equity partner candidate has been with the firm, etc.
5. Founder Benefit.
   New equity partners are given a percentage interest or shares with no buy-in or a cash-based capital contribution in alignment with their percentage interest and paid their share of earnings to date and their cash-based capital account, if any, when they leave the firm. However, original founders, in addition to being paid their share of earnings to date and their capital account, are also paid a founder benefit often in the form of a multiple of their average individual earnings (compensation) for the past three years.
6. Buyout based on firm cash-based valuation, plus accounts receivable and work in progress plus percentage of future collections from new business after the termination date for three to five years. This approach used in practice sale situations, particularly contingency fee firms, when a goodwill value is difficult to ascertain. The percentage of future revenue on future business after the termination date serves as a proxy for the goodwill value. This approach is seldom used in multi-partner/shareholder firms. In fact, many multi-partner/shareholder firms specifically exclude goodwill from any valuation.
7. Buyout based on mandatory retirement and winddown.
   An approach used by some second-generation firms is a mandatory retirement program that can begin as early as age 60 and no later than 65. The program requires a five-year winddown program in which a retiring equity partner reduces his or her work schedule twenty percent per year and compensation draw, distribution, or salary. During this period the partner is paid their cash-based capital account and their ownership percentage times the collectable accounts receivable and billable and collectable unbilled work in process as of the date the winddown program commences. During the winddown the retiring partner is expected to transition clients and management responsibilities.

In the final analysis the value of the practice is what an outside buyer or an attorney working for the firm will pay for (or invest) the practice. A balance often has to be struck between valuation, affordability, and willingness to pay. The valuation process is simply a tool to use to help you begin discussions and get to this point.

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

May 25, 2022

Law Firm Succession – Equity Partnership – Process for Admitting Equity Partners

Question:

I and another partner are the owners of a seven lawyer family law practice in Chicago suburbs. We started the firm twenty years ago after leaving behind a partnership in another firm. Of the other five attorneys there are three non-equity partners and the rest are associates. I am sixty three years old and my other partner is sixty. Both of us are beginning to think about retirement and how we are going to transition out of the practice. Two of the non-equity partners are well seasoned attorneys, have major case responsibility, and bring in client business. We have discussed equity partnership vaguely with two non-equity partners but they have been non-committal. I would appreciate your thoughts and advice on what our next steps should be.

Response:

I believe that you have been two vague in your discussions. Your non-equity partners need to know what the deal is, what financial investment will be required, and what their expected return will be based upon the historical financial performance of the firm. It is hard for non-equity partners or associates to commit to equity and taking on the risk of ownership when they don’t know what the deal is. This is a scary proposition for them and they need detailed information so they can evaluate and make an informed decision. A vague discussion doesn’t cut it. I suggest that you put together an equity partnership proposal that includes:

1. Profit and loss statements for past the five years.
2. Balances sheets for the past five years.
3. A current accounts receivable and unbilled work in process report.
4. Tax returns for the past five years.
5. Malpractice insurance application.
6. Building and other leases.
7. Proposed Partnership Agreement
8. Proposed Equity Partner Compensation Plan
9. Planned date of admission
10. Governance and management plan
11. Ownership percentage being offered
12. Capital contribution or buy-in requirement

Jan 26, 2022

Law Firm Succession Planning & Practice Transition – Have I waited too Long?

Question:

I am the sole owner of a twelve-lawyer defense litigation practice in Chicago. We represent automobile manufactures and have approximately ten major clients. I am the only equity partner in the firm and all of the other lawyers in the firm are associates. Two associates are seasoned lawyers with substantial experience and have been with the firm for many years and the other nine have less than five years experience. The two seasoned associates are in their mid-sixties. I am sixty-eight. I just realized that the firm’s office lease expires in eight months and I have decided that this is a good time to retire. I will not sign another lease and I would like to be completely retired in the next six months. My wife has some health issues and I need to devote my total time time to her. I have talked with the two senior associates and they plan on retiring as well. Therefore, I will have to either close the firm or find another firm interested in taking over the firm. Have I waited too long?

Response: 

Possibly so. Eight months is a very short timeline to locate another law firm that might be interested in acquiring or merging with your firm. However, this is not always the case. I have had situations where interested parties were located in a month or two through cold approaches, discussions held, details worked out, and the transaction concluded within six months. If you have a few firms in mind that you could approach the process could go much quicker than if cold approaches have to be used. So your timeline is not impossible but you need to get started yesterday. Keep in mind that client transition is paramount in the success of such arrangements and usually the acquiring firm wants a transition period, often of a year or so in which you work at the firm in a consultant capacity to assist with client relationship management and transition. Therefore, you might have to stick around in an Of Counsel role for a year or two.

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

Jul 14, 2021

Law Firm Succession Planning – Will Your Non-Equity Partners or Associates Simply Wait Your Out?

Question: 

I am one of three founding partners in a fourteen lawyer firm in Cleveland, Ohio. We are an insurance defense firm with three founding partners, five  non-equity partners, and six associates. We have three primary insurance companies that refer a majority of cases to the firm. All three of us founding partners are in our early to mid sixties and contemplating our retirement and departure from the firm in the next five to eight years. Our lease runs out in eight years and none of us want to sign another lease. Three of our non-equity partners are in their mid to late fifties and two are in their forties. All of our associates have less than five years experience. When and how should we begin planning for our retirements and exits from the firm?

Response: 

I suggest that you start now, especially if you are planning on an internal succession strategy. I believe that an internal succession should be your first step if you have the right people in place. When a firm has institutional clients such as you do with many different relationships within each client organization it can take time to transition relationships to the next generation of attorneys in the firm to ensure that clients stay with the firm when you retire. Transition to the next generation of attorneys usually involves legal skill development, management skill development, and client transition. We often recommend five years.

If you are looking for a buy-in for new equity partners you need sufficient time so new equity partners can pay for their initial ownership interests over time and acquire additional interests as they can afford to acquire more. Waiting too long can also create a situation where non-equity partners in the firm feel they can simply wait your out and inherit the clients without paying anything, or very little, for their ownership interests or buy-in/buyouts. Consider making a few folks minority equity partners as soon as you can.

This assume that any of your non-equity partners even want to be equity partners in the firm which is often the case these days. Three of your non-equity partners may also be close to retirement themselves and have no interest in stepping up to equity. If this is the case you will have to focus on the other two non-equity partners. I would begin a dialog with all of your non-equity partners to determine their interest level. At some point you will not really know until you present them will a proposal and appropriate financial information – initial buy-in if there is to be one and founding buy-outs if there is to be such.

If it looks like the interest or commitment level is not there in your non-equity partners you may have to consider an external option such as a merger. The timeline often can be much shorter in such situations.

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

May 05, 2021

Law Firm Succession Planning – How Important is a Formal Appraisal Valuation of the Firm?

Question: 

Our firm is an eight lawyer litigation firm in Portland, Oregon. We have three founding equity partners in their early sixties and late fifties, three non-equity partners, and two associates. Recently the equity partners began succession planning discussions among ourselves. Our preference would be an internal succession and transition to the younger non-equity partners in the firm. In our discussions we were discussing buy-in, buyouts, and valuation and one of my partners suggested obtaining a formal valuation. What are your thoughts regarding hiring a business appraisal firm to provide us with a formal appraisal/valuation of our firm?

Response: 

While I don’t wish to downplay a formal valuation, they can be expensive and I find often not really used in the final outcome, especially when it involves selling partnership interests to others within the firm.

Most law and other professional practices sell (to outside parties) for a multiple of annual gross fee income. Often this is discounted (sweat equity discount) when assets or shares are sold to other attorneys within the firm. Generally, this rule-of-thumb method of valuing a law practice is used to value the practice. However, the eventual value of a law practice comes down to what an interested party is willing to pay. In the final analysis the value of the practice is what an outside buyer or an attorney working for the firm will pay for (or invest) the practice. The valuation process is simply a tool to use to help you begin discussions and get to this point.

Many law firms with multiple partners view the law firm simply as a compensation vehicle designed to put as much income as possible in the pockets of the partners. They do not see the firm as an investment vehicle nor do the partners expect unfunded buyouts when they retire or otherwise leave the firm. These firms try to fund retirements with 401k and other retirement vehicles so there is no unfunded buyout upon retirement. The goal of these firms is to be in a position to acquire and retain top lawyer talent. Often these firms simply require an initial capital contribution and return cash-based capital accounts and earnings to date upon withdrawal or retirement. Sometimes a founder benefit is provided for the original founder(s) of the firm as a reward for their sweat equity establishing the make and making the initial investments. Such founder benefits are often a percentage based on an average of a founder’s compensation over the past three years.

Value in a law practice is largely personal to the lawyer and that individual’s ability to attract and retain clients. The lawyer has knowledge, experience, skill, judgment, and reputation—all elements of professional goodwill – not institutional or firm goodwill. As long as clients primarily hire lawyers, as opposed to firms, this will remain a guiding principle in valuing law practices. This is not to say that some firms have not created a “brand identity” that is separate and distinct to the institution. And in larger practices, the servicing team (including other partners and other practice specialties) influence the client’s selection decisions. Those firms are rare.

Often when selling partnership interests to others in the firm affordability and terms plays a larger role than valuation.

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

Apr 07, 2021

Law Firm Internal Succession – Non-Equity Partners and Business Development Ability

Question: 

Our firm is a twelve-attorney insurance defense firm based in Indianapolis, Indiana. The firm was founded thirty years ago by myself and two other partners. We represent approximately twenty-five insurance companies. Our lawyer headcount consists of three equity partners, four non-equity partners, and five associate attorneys. My partners and I are in our early sixties and just beginning to think about retirement. Two equity partners will retire in the next five years and the third is not sure of his timeline. We would really like to see an internal succession as opposed to a merger with another firm. We have yet to have any discussions with our non-equity partners and their interest in equity ownership. Frankly, we have never promoted any non-equity partners to equity partnership because none of them bring in any business and we have always thought this should be a prerequisite to equity partnership. Your advise and thoughts are most welcomed.

Response: 

I believe that for an internal succession strategy to be successful you have to start the transition early and the best way to accomplish this is to begin admitting others to equity partnership sooner than later, especially if you are expecting a founder benefit or buyout. While I believe that business development should be a major consideration when admitting equity partners this may not apply in your situation. If your non-equity partners are good minders, have solid relationships with your insurance company clients, and can hold the clients after the three of you retire this may be more than adequate for a successful succession strategy. I have worked with numerous insurance defense firms that are in their second generation totally serving clients that were originated by the original founders. Keep in mind that you are looking for an exit strategy.

By starting early and admitting them sooner than later you can implement a client and management transition strategy and determine if they are willing to buy-in and purchase an initial minority interest as well commit to purchasing your remaining ownership interests or paying your founder benefits.

The three of you should be giving some thought as to your financial expectations keeping in mind that valuation of the firm must be balanced with affordability and future equity partners ability to financially handle the buy-ins and buyouts.

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

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