Law Practice Management Asked and Answered Blog

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July 2017

Jul 26, 2017


Law Firm Succession Planning – Impact of Firm Size for a Solo

Question: 

I am a solo practitioner in upstate New York. I am 66 years old and I am looking to retire and am trying to figure out what to do with my practice. My practice is a general practice and there is just me and one secretary. I welcome you suggestions:

Response:

The size of the firm will present different retirement succession, transition, and exit challenges. Firm size will affect the number of moving parts, specific steps that a firm will have to take, and the overall timeline. Solo practitioners and sole owners will have the most moving parts and face the greatest challenges.

You will have the greatest challenge since you have no associates or anyone in place to transition the practice. Therefore, you could both hire and groom an associate that could buy the firm or become a partner and buyout your interests, sell the firm to another firm, or merge with another firm. Other options would be to become Of Counsel with another firm or simply close down the practice. This takes time.

Hiring and grooming an associate can be problematic for the solo. If he or she does not have sufficient business and does not originate business, the associate will be an expense and the your net earnings will suffer. Other issues include:

You could sell the firm to another lawyer or law firm. This option works best when the practitioner is actually ready to retire and quit practicing. Often this is not the case and the restrictions on sale of law practice levied by a state’s rules of professional conduct, in particular Rule 1.17, may make this option undesirable. Locating desirable candidates will take time and a well-planned search process may have to initiated.  Our experience has been that this can take a year or longer.

Merger with another lawyer or law firm is another option. This is often a better option for solos that want to gradually phase-down yet continue to practice for a few more years. In essence, they join another firm as either an equity or non-equity partner, member, or shareholder and subsequently retire from that firm under agreed terms for the payout. The odds are improved for clients and referral sources staying with the merged firm and the merged firm is more committed that a buyer might be under a payout arrangement based upon collected revenues. The solo practitioner has more flexibility with regard to the ability to continue to practice longer, reduced stress, additional support and resources, and gradual phase-down to retirement.

Forming an Of Counsel relationship with another firm is an option that many solos are taking. Sometimes it is a final arrangement where a solo winds down his or her practice and then joins another firm as an employee or independent contractor. He or she is paid a percentage of collected revenue under a compensation agreement with different percentages depending upon whether the practitioner brings in the business, services work that he or she brings in, or services work that the firm refers to the practitioner. In other situations, an Of Counsel relationship is used as a practice continuation mechanism that provides the solo with additional resources and support if needed. An Of Counsel relationship can also be used to “pilot test” a relationship prior to merging with another firm. We have had several law firm clients that has taken a phased approach to merger with Phase I being an Of Counsel “pilot test” exploratory arrangement and Phase II being the actual merger.

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

 

Jul 18, 2017


Law Firm Owners as Businesspersons that Don’t Service Clients

Question: 

I am the owner of a six attorney elder law firm in Dallas. I manage the firm and practice law. I am finding it more and more difficult to do both. I would like to shift my time totally to managing the practice. I would appreciate your thoughts.

Response: 

You are not alone. This is a common problem in law and other professional service firms. I have similar problems in my own firm – it is very difficult to serve two masters – serving your clients and managing your firm. Eventually you have to pick one – client service (doing legal work) or managing and running your business – as the area that receives your primary focus. This is not to say that you should not do both – but you select the primary area that you are going to focus on and get help with the other area.

A question that I typically ask my new law firm clients – what do you want to be or do – be a business person or a lawyer. The answer to the question often provides a hint to how you should structure your firm. If you want to be more of a business person – hire legal talent to help with serving clients and performing legal work and spend more time working on your firm rather than in it. If you want to be more of a lawyer and do legal work and serve clients hire a legal administrator or business manager (this is more than an office manager) to manage and run your firm.

I have more and more owners of small law firms that are managing their law businesses and not practicing law. I believe the appropriate direction is what makes you happy and what type of work you enjoy doing. You practice should support and fulfill your personal goals, what you want out of life and what makes you happy. If that is managing – then manage. If that is doing legal work – do legal work.

Two great books on this subject are – The E-Myth Revisited and The E-Myth Attorney – available on Amazon. The theme of both of these books is:

Small business owners often spend too much time being the technician (i.e. lawyering) and not enough time managing and innovating.

Think about where you want place the priority of your focus – working on firm (business) or in it.

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

 

Jul 11, 2017


Small Law Firm Retreat

Question:

Our law firm is a sixteen attorney Intellectual Property firm in Tampa, Florida. We have ten partners and six associates. I am a member of our three member executive committee and I have been given charge of looking into the pros and cons of having a firm retreat with all of our partners and associates. We have not had a retreat before and we would like your thoughts concerning the benefits that a small firm can receive from a retreat.

Response: 

Attorneys in group practice experience numerous issues as they grow and expand their practices. Management problems increase as the firm becomes larger. Senior partners often do not want to be involved in increased firm management responsibilities. If this is one of your firm’s issues, a retreat will provide an opportunity to deal with it before it gets serious and out of hand. Use a retreat to review how administrative responsibilities are being handled throughout the firm’s entire operation. Place on the retreat agenda topics such as strategic planning, succession planning, growth planning, client development, etc.  Consider whether your firm has the need to establish an office administrator position (if you do not have one) or whether the broadening of responsibilities of those on staff will provide the desired remedies. It is particularly important for small to medium-sized firms to clearly recognize at the retreat that the problems of growth are in part administrative and appropriate steps to deal with these problems early will prevent serious disruptions and internal conflicts later.

Many attorneys are reactors – they are trained to solve client problems – not management problems. Most attorneys find firm management distasteful and feel that their time is best spend doing billable work for clients. However, a firm’s success is in part dependent upon how well it is managed. The retreat can be used to educate firm members about the importance of these issues, even if the firm is a small firm. Retreats also benefit attorneys by helping them understand the management roles of other partners and other management positions in the firm as well as open up and improve communications.

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

Jul 04, 2017


Law Firm Merger Agreement

Question: 

Our firm, a fourteen-attorney litigation firm in Sacramento, California, is planning on merging/acquiring a three-attorney firm in the area. We have completed our due diligence and both firms have agreed on the terms of the merger. What type of agreement and legal documents do we need to effect and implement the merger?

Response:

If business law is not your forte you may want to consult with a business attorney to determine the appropriate legal agreements that should be used to effect the merger. The agreement may be as simple as a Letter of Intent signed by the two law firms, a Memorandum of Understanding, or as formal as a merger agreement covering the major details and terms of the merger which have been approved by required vote of the partners of both firms including:

  1. Merged firm name
  2. Effective date of the merger
  3. Method of integration, assets and liabilities contributed by each firm, and whether accounts receivable and work in process will be pooled and contributed
  4. Management and governance structure and names of partners from each firm that will hold key management roles/positions
  5. Compensation system for partners, non-equity partners, associates, and staff
  6. How employee benefits will be handled and integrated
  7. Capital contributions
  8. Employees and their respective roles in the merged firm

Typical exhibits to agreements often include:

  1. Employee Benefits Summary
  2. Asset/Equipment Purchase Agreement
  3. Employee Roster and Wage Rates
  4. Proforma Balance Sheet
  5. Proforma Income Statement
  6. Partner Compensation Plan
  7. Non-Equity Partner Compensation Plan
  8. Associate Attorney Compensation Plan
  9. Staff Compensation Plan
  10. Attorney Career Advancement Plan
  11. Office Lease
  12. Partnership Agreement
Click here for our blog on mergers

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

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