An acquisition, combination, sale or other strategic arrangement can create opportunities for a law firm and its partners. It can also change how the firm is governed, how partners are compensated and how the business operates. Before entering a formal process, leadership should align on what it wants to achieve and understand what each potential path could mean.
Use these questions to guide the first conversations.
1. What are we trying to accomplish? Is the priority succession, platform growth, access to capital, new capabilities, geographic expansion or a different outcome? Growth may come from adding partners and practice areas that generate revenue, or from professionalizing the platform through technology enablement, stronger accounting and more efficient operations that improve margins and bottom-line performance. Which aspects of the firm’s identity, client service model and professional autonomy are essential to preserve? A clear set of objectives makes it easier to evaluate options.
2. What would the transaction mean for our partners? Consider how value, proceeds, future compensation, ownership and decision-making authority might differ under potential structures. What would the outcome look like for partners at different career stages? Leadership should understand both the immediate proceeds and the longer-term economics before committing to a path.
3. Do we understand the tax implications early enough? Transaction structure can affect the firm and its partners differently. Tax analysis should inform the evaluation of alternatives and negotiations, while there is still room to make decisions. Identify which firm-level, partner-level and multistate questions need to be modeled upfront.
4. Is our firm ready for scrutiny? Can leadership explain the firm’s revenue, profitability, cash flow, working capital and partner compensation using consistent, reliable information? Are the underlying records and reporting processes strong enough to support diligence? Finding gaps early gives the firm time to address them and present its business clearly.
5. What professional and client obligations need attention? The proposed structure and the jurisdictions involved may raise questions about professional independence, ownership, conflicts, confidentiality and client communications. Engage qualified legal and ethics counsel early, especially when considering outside investment or a management services organization (MSO) or alternative business structure arrangement. The applicable requirements must be evaluated for the specific firms and jurisdictions involved.
6. Can the firm operate effectively after the deal? A transaction may bring together different accounting processes, technology systems, reporting practices and leadership teams. Consider integration management, , what needs to change and which capabilities the combined or restructured firm will need or might prove redundant.
A Practical First Step
Leadership does not need to have a preferred deal structure to begin planning. Start by defining the firm’s objectives, identifying the questions and pain points that could change its decision and assembling the right financial, tax, legal, ethics and operational advisors. That groundwork can help the firm evaluate opportunities on its own terms.
HCVT works with law firms before, during and after transactions. Our tax and advisory professionals can help leadership assess readiness, examine potential structures and partner economics, prepare financial information for diligence, and plan for the financial and operational needs that follow.