Question:
I am an associate in a law firm in Akron, Ohio. The firm is an estate planning practice consisting of the owner/founder of the firm, myself, and two legal assistants. I have been with the firm for ten years and this is the only firm that I have worked with since law school. The owner is 67 and has announced that he wishes to retire. He has approached me and provided me with a proposal to buy his practice via an arrangement where I would initially pay him a down payment of 50% of his asking price and after two years the other 50% would be paid over a period of five years. The arrangement would be structured as a partnership and for the two year period we would be 50-50 partners. Compensation would be based upon these ownership percentages. The owner's asking price is two times his average net earnings ($125,000) – $250,000. Average revenues – $210,000. I would appreciate your thoughts and suggestions:
Response:
Buying a law practice is a major commitment and major investment. To a large extent you are buying a job as well as hopefully a book of business. Here are a few ideas that you may wish to consider:
Good luck!
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John W. Olmstead, MBA, Ph.D, CMC
Question:
I am a 64 year old solo practitioner in Arlington, Virginia. There are no other attorneys in the firm – I have one legal assistant. My practice is concentrated in estate planning and estate administration. I have just started giving thought to retirement and what to do with my practice. I want to provide continuity for my clients, security for my employee, and salvage any sweat equity from my practice if there is even such a thing? Personally, I question whether there is any potential for receiving any value from the practice – I think when you are done – you are done? What are your thoughts?
Response:
It all depends upon the practice, not waiting too long, and finding the right WHO. About a year ago I had this discussion with an owner of a practice and he held the position that when you are done – you are done. However, after we assisted him with a year-long hunt – he successfully sold his practice for a multiple of 1.0 times average of the last five years fee revenue with 85% paid at closing and the remainder paid out over three years.
Another sole owner recently sold a practice for $50,000 at closing and 20% of gross practice revenue for five years paid when fees collected.
So I believe if you don't wait too long and take the time to look for the right WHO – value from your sweat equity can be realized.
However, if you don't do your homework and start early – you are right – when you are done – you are done.
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John W. Olmstead, MBA, Ph.D, CMC
Question:
i am the managing partner of a 12 lawyer firm in Rochester, Minnesota. I am in my early 50s. Two of my partners are in their 60s and two are in their 70s. None of them want to discuss retirement – in fact they jokingly state that they would like to work forever. Do you have any thoughts regarding encouraging/motivating senior partners to embrace retirement?
Response:
I am working with more partners and firm owners in their 50s that have clearer ideas about their retirement timeline (often at age 65) than partners in their 60s and 70s. These partners are often the firm founders that built their firms and have a different attitude toward work and life than their partners that are in their 40s and 50s. Work/life balance is often a foreign concept to this older generation of lawyers.
Often "the firm" has been the primary – or only interest – for some of these partners at the exclusion of family and other outside interests. In other cases, the partner's spouse may have passed away and the firm is the partner's LIFE. In such situations bringing up the subject is often difficult.
While this is a difficult subject – not discussing the non-discussible because the topic is uncomfortable – is not the answer. Here are a few ideas:
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John W. Olmstead, MBA, Ph.D, CMC
Question:
I am the sole owner of a estate planning firm in Evansville, Indiana. I have three associates that work for me and four staff members. I am 64 and wanting to get started on a succession program – either by forming a partnership with one or more of the associates or with another attorney or attorneys that I might bring into the firm via merger. I have always been on my own so I am a little cautious. I do want to work another eight years or so. What pitfalls should I be looking out for?
Response:
Creating and maintaining a successful partnership takes a lot of work. Partnerships fail for numerous reasons but the number one reason for failure is "poor fit." Poor fit can destroy a partnership before it even gets started. Fit isn't as much about "the money" (financial goals) as it is about personal and professional goals.
As you consider future partners give some thought to the following:
Before you decide to partner with someone it is critical that you determine where you agree and where you disagree on key issues.
Invest the time in getting to know your future partners at a deep interpersonal level and make sure that your personal and professional goals mesh.
If you do a good job insuring that you have a good fit you will go a long way toward insuring a successful partnership.
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John W. Olmstead, MBA, Ph.D, CMC
Question:
I am the founder and solo owner of a small firm in Memphis. Besides myself there is one non-equity partner and four associates. We handle the transactional and litigation work for small and large business concerns in the Memphis area. I am 60 now and would like to begin slowing down over the next five years – but I want to continue working – I don't want to retire completely. Over the past few years I have focused more on client development as opposed to serving clients and have turned over much of the client service work over to other attorneys in the firm. While I would like to receive some compensation from my sweat equity – I also do not want to place an unreasonable financial burden (large cash buy-in/buy-out) on others in the firm. Legacy of the firm is important as is a place to continue to work and contribute – so I really would like to transition the firm internally to deserving attorneys employed by the firm. What are your suggestions concerning how I might accomplish this?
Response:
I often ask attorneys – are you more a lawyer that wants to lawyer or a business person that enjoys and wants to focus on the business of law. It sounds like you, as you approach retirement, would like to spend more of your time "finding" rather than "minding" or "grinding". You might want to consider the following:
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John W. Olmstead, MBA, Ph.D, CMC
Question:
I am the sole owner of a 8 attorney practice in Houston. I am 55 years old and am beginning to think about retirement. The other attorneys are associates in the firm. What do I need to be thinking about in order that I can transition out of my practice and have money for retirement. While I have put some money in a 401k, I am not yet financially secure enough to retire.
Response:
You are not alone. As the baby boom generation ages – more and more attorneys are asking this question. Unless you have an appropriate Exit Planning Strategy and put in place a sound Exit Plan, it is doubtful that you will be able to cash in on the full value of the goodwill that you have created. To exit successfully you need:
You will need to consider whether you should consider merger, sale of the practice to an outside buyer, or sale of the firm to the other lawyers in the firm. You need to find ways to institutionize the firm so that in additional to professional goodwill (your personal reputation and goodwill) you develop practice goodwill (goodwill of the firm that will remain after you have left the firm). Develop your lawyers and create a desire and motivation for them to want to be owners/partners in the firm. Develop your staff and practice systems. Diversify and stabilize your client base.
If you decide to sell to attorneys in the firm – begin the process early so that most of the buy-in is completed before your actually leave the firm. The longer the planning horizon – the easier they buy-in burden will be for others.
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John W. Olmstead, MBA, Ph.D, CMC
Question:
I am a partner in a four partner law firm in Cleveland, Ohio. Our firm does class action contingency fee cases and all of our fees are contingency fee. We do keep time of our time expended on these cases even though we don't bill by time. One of our partners has announced that he will be withdrawing from the firm. We each have 25% ownership interests. How do we value the firm and determine his buy-out. Our partnership agreement does not address this nor do we have any precedent. Do you have any suggestions?
Response:
The real value component is the value of your unsettled cases and it will be difficult – if not impossible – to determine the value of these cases until they are concluded in the future. Some firms payout the capital account and the value of the hard assets upon departure or over a relatively short payout period and they have a future payout formula for the cases in progress as the cases are concluded.
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John W. Olmstead, MBA, Ph.D, CMC
Question:
Our firm is a 24 attorney firm in Chicago West Suburbs. We have 10 partners – five of which are in their early 60s. We represent small to mid-size business clients. Recently we have been discussing the eventual retirement of the senior partners and approaches to client transition. We would appreciate your thoughts.
Response:
Client transition involves different challenges that have to be overcome in order to successfully transition client relationships. Consider the following challenges and hurdles:
Effective client transition is not a one-time lunch or introduction event – it most go deeper to bind the new relationship. This takes time. Start early and allow ample time for an effective partner winddown.
I generally suggest five year client transition programs.
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John W. Olmstead, MBA, Ph.D, CMC
Question:
I am a sole owner of a 4 attorney law firm located in Washington, D.C. Our practice concentrates on estate planning and administration. We have 6 support staff members. I just turned 60 the first of the month and am beginning to think about what I will eventually do with the practice. None of the associate attorneys are interested in partnership or in purchasing the practice – they just want jobs – they are not interested in owning a law practice. When is the best time for me to sell my practice?
Response:
You really have to give some thought to your timeline – how long do you want to work? Do you plan on pursuing another career? Have you put enough money away so you can simply retire without concern about the need to generate additional income?
If you need revenue for an additional ten years – a way to earn it – and if you enjoy what you are doing – then it will not be in your interest to sell the practice too early. Let's say you could sell your practice for one million dollars – this might equate to two years of earnings. If you worked another ten years – you could have earned five million dollars.
To a large extent owning a law firm is in essence a job where you work for a living where you have provided employment for yourself. It might be hard to find a job that pays as well as your firm. So if you need revenue for another ten years and your enjoy your work – you should probably plan on working another ten years. Build you timetable to sell your practice around your future work timeline. Things change – you may find that your associates change their mind or down the road you may end up with new hires that will have an interest in partnership.
Start with planning out how long you want or need to work and go from there.
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John W. Olmstead, MBA, Ph.D, CMC
Question:
I am the founder and owner of a law firm in downtown Cincinnati, Ohio. I have three other attorneys and 4 staff members. We represent primarily business and civic organizations. Our fee revenues are around $735,000 per year and I take home $175,000 to $200,000 from the practice. I am looking to sell the practice to either the associates in the firm or another law firm. Do you have any idea what my firm might be worth?
Response:
There is no one “right answer” when valuing a law practice. There are different types of valuations performed by different advisors for different reasons. Valuations can be extensive or ballpark estimates.
While law firm owners and partners would like a simple “plug and play” approach to establishing a value for their firms, such an approach does not exist in the real world. There are too many variables that come into play. At the end of the day it comes down to what someone will pay you for your practice and the terms. Often the terms are as important as the price or value.
What a potential buyer is really the future cash flow (earnings from the practice) I suggest that you use the rule-of-thumb approach to get started. Multiply one year’s gross revenue by a factor of x. The result will be the stream of income’s value.
We usually suggest that you average the firm’s gross fee revenue over the past five years to even out any peculiar ups or downs in the revenue stream. Then multiply this average year’s gross fee revenue by a given factor. The factor varies with the industry and even with geographic location. Accounting firms, for example, are valued at 1.0 to 1.5 times (100 to 150 percent) annual gross fee receipts. A well established standard is still in its infancy in law firms. Some argue that the multiplier for the rule-of-thumb method for law practices should be between 0.5 to 3.0. However, based upon what we have seen in recent sales of law practices, the multiplier for the rule-of-thumb method for law practices is ranging between 0.6 to 1.0 (60%-100%) of annual year’s gross fee revenue. Another way to look at it would be 1.2 to 2.0 (120% to 200%) times net income. (Based upon partnership method of accounting and not including owner’s compensation as an expense) Whether the multiplier is in the lower or higher level of the range depends on the following:
Start with a multiple of one and adjust for the above factors.
Based upon the figures you provided I would think you would have a difficult time getting a multiple of one for your practice due to the low margin of 24%. Peer practices average 35-45% margins. You might ask for around $700,000 but due to the low earnings, etc. $350,000 – $400,000 might be the best that you can hope for and that may be subject to a five year earn-out. The key is often to find the right person to buy the practice. Finding the right person could take a lot of work and time – so start early.
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John W. Olmstead, MBA, Ph.D, CMC