Law Practice Management Asked and Answered Blog

Jan 26, 2016

Law Firm Merger – Initial High Level Summary Financials to Provide

Question: 

I am the managing member of an 14 attorney firm in Miami. We initiated discussions with a large firm in Boston concerning the possibility of our firm merging with their firm. We met with one of their partners recently at their offices and he presented our interest to his other partners. He has advised us that there is an interest in having us meet the other equity partners and taking discussions to the next level. He would like some initial financial information from us. We feel that we must provide them with some financial information at this point but unsure as to what to provide them with at this stage. I would like to hear your thoughts.

Response:

Law firms exploring possible merger partners often move to quickly to financials and I try to hold on providing financial information until after three get acquainted meetings. I like to see the initial focus on the people, culture, and general fit. Poor fit causes more merger failures than practice economics. However, in your situation the door has been opened and the large firm is going to want to see some initial financial information to "qualify" you and determine whether further discussions is worth their time investment.

I suggest that both firms sign a non-disclosure statement and that you initially provide them with the following high-level summary information in a spreadsheet in columns for the last five years of history. The per lawyer/equity partner calculations can be calculated in the spreadsheet based upon the headcount data inserted in the spreadsheet.

• Headcount by the number of equity partners, non-equity partners, associates, Of Counsel and other attorneys, paralegals, secretaries/assistants, and admin staff.
• Fee Revenue
• Total Revenue
• Total Expenses
• Net income available to equity partners. (Add back guaranteed payments and other income that equity partners received)
• Profit Margin
• Fee Revenue per Lawyer
• Fee Revenue per Equity Partner
• Expense per Lawyer
• Net Income Per Lawyer
• Net Income Per Equity Partner
• Schedule of billing rates (current only)
• Compensation ranges by Equity Partner, Non Equity Partner, Associates – past five years
• Current malpractice insurance coverages and with whom.
• Current Lease obligations – office space and equipment

Jan 20, 2016

Law Firm Partner Compensation – Setting Up an Eat What You Kill System

Question:

I am a solo practitioner in Orlando, Florida with two secretaries and I am planning on merging my practice with another attorney in the same office location. He has three staff members. We have both been on our own for twenty years and have enjoyed our independence. We have decided that we want to setup an eat-what-you kill type of compensation sytem. We would appreciate your thoughts.

Response:

While I am not found of such systems as they lead to separate silos – separate firms within a firm - there are situations where they are appropriate. In some situations, the approach is to simply allocate revenue and use the percentage of fee revenue collected to determine a partners interest in the profit for the year. A determination must be made as to what the firm means by revenue collected for each attorney – working attorney allocated dollars, originated attorney dollars, or responsible attorney dollars, or a weighting of all of these. This only works if each consumes overhead at the same level.

If you are not consuming overhead at the same level some form of cost allocation must be made and included in the mix. Direct overhead items such as bar dues, auto expenses, CLE seminars, etc. could be allocated directly to each partner with each sharing equally in the rest of the indirect overhead. Then a net figure would be calculated to determine each partner's compensation based upon their share of the profit.

If you want to really get detailed your can setup a separate profit center for each of you in your accounting system, allocate all revenue and expenses using an agreed to allocation formula, Click here for sample allocation guidelines and then have the ability of generating a separate profit and loss statement for each of you. If you are using QuickBooks Pro you can setup classes to accomplish this. Your compensation would be the profit from your profit and loss statement. 

Good luck with your merger.

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

Jan 12, 2016

Retaining Key Law Firm Talent Through Remote/Virtual Work Arrangements

Question:

I am the owner of a five attorney firm in Austin, Texas. My accounting/office manager has just advised me that she is resigning her position as a result of her husband's job being relocated to another city on the west coast. She is the best employee that I have had the pleasure of working with and I am not sure where to start regarding finding her replacement. She will be hard to replace – – not just her skills – but her manner, relationship with me and other members in the firm, clients, etc. She is truly a class act. I would appreciate any thoughts that you may have.

Response: 

Maybe you don't have to lose her. Why not consider a remote/virtual arrangement. I know – it sounds crazy but I have several law firm clients that were in similar situations and decided rather that lose a key employee to have them work remotely.

The first situation occurred several years ago in Chicago. The firm was going to lose a key paralegal that had been with the firm for fifteen years when her husband was relocated to Washington state. The firm was already paperless and had an excellent computer system that facilitated remote communication. The missing link was the telephone system and how to handle client calls coming in for the paralegal. The firm installed a VOIP phone system that could seamlessly transfer a call as if the paralegal were down the hall. An office was setup in the paralegal's home in Washington state, procedures and protocols put in place, and other practices such as joining her in via Skype on the weekly firm meetings. The arrangement has worked out exceptionally well for five years.

The second situation occurred six months ago in Chicago. The firms accounting manager's husband was transferred to Florida and she tendered her resignation. The owner asked me to help him find a replacement and I asked what he thought about a remote arrangement. We discussed how the various accounting tasks would be handled and coordinated remotely from running pre-bills, making bank deposits, recording client payments, billing, paying bills vendor bills, etc. and he decided to give it a try. A virtual private network was installed, her home office was outfitted, and procedures, protocols, and checks and balances put in place. The arrangement has worked out well. Four months after the arrangement was implemented the firm merged with another firm and now has two office locations and the accounting manager is effectively handling the billing and accounting for both offices from her Miami Florida remote location. The owner is very happy with the arrangement.

So, before you accept her resignation and begin looking for a replacement – you might want to consider a remote/virtual arrangement.

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

Jan 06, 2016

Law Firm Managment – Do Your Non-Equity Partners and Associates Really Want to be Equity Partners?

Question:

I am a member of our firm's executive committee. We are an 18 attorney firm in Baltimore with four equity partners, five non equity partners, and nine associates. Recently we asked one of our non-equity partners to join the equity ranks and he said no. We were shocked and taken by surprise. Is this a common occurrence? We would like to hear your thoughts.

Response:

This is becoming a more common occurrence and this is causing havoc with growth, succession and transition plans. Many law firms are seeing a growing sense of disillusionment from young lawyers that may not want to be an equity partner. While they want to be lawyers they do not want to take the financial and other business risks nor make the other work commitments such as working nights, weekends, and the 24-hour commitment that has historically been the requirements for equity partners in law firms. Work-life balance has become a priority for more younger lawyers.

I believe that you should through performance reviews, survey questionnaires, and other tools gather information sooner than later to get a feel for where your non-equity partners and associates stand as far as attitudes toward business and financial risk, desirability of being an equity owner, and willingness to invest capital and time in the firm. This will give you a feel for your mix. If it looks like you have too many worker bees – revamp your recruiting strategy – new attorneys or laterals – accordingly and look for attorneys that have an interest and the mindset that it takes to be an equity owner.

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

Dec 29, 2015

Law Practice Management – Goals for 2016

Happy New Year and Best Wishes for a Personal and Professional 2016

As 2015 comes to an end we begin with a clean slate for 2016. As with anything new – the uncertain future can be scary and exciting at the same time. Year-end provides an opportune time for reflection on the past year and setting goals for the next year – both personal and professional. Goal setting can improve your personal life and your practice.

Setting and achieving goals is one of the best ways to measure your life's and practice's progress and to create unusual clarity. The alternative is drifting along aimlessly with hope and a prayer.

I am a strong believer in the power of goals. This year I finished writing my book, The Lawyers Guide to Succession Planning published by the ABA which is scheduled to be released in January. I never would have even started, alone completed, such a project without very specific goals and timelines.

I strongly suggest that you established a few SMART goals for both your personal life and your practice for 2015 where each goal is: 

S  = Specific
M = Measurable
A = Attainable
R = Realistic
T = Timely (on a timeline with a deadline)

A goal without a number is just a slogan – so it is critical that you develop a system for measuring. For example, if you goal is to improve client satisfaction and loyalty you might administer an end of matter client satisfaction survey with a rating scale from 1-5 for key performance indicators, enter completed surveys into a spreadsheet, and then generate a quarterly report reflecting actual performance scores. If your goal is to meet with ten clients or referral sources during a month – develop a tracking system and generate a monthly report.

While goals can help focus you and your practice in 2016 – too many goals can have the opposite effect. Start with baby steps and identify three to five goals for 2016 and then focus intensively on these goals and their accomplishment. 

Focusing on a few targeted strategic goals could take your practice to the next level.

Dec 22, 2015

Law Firm Financial Management – Protecting the Firm from Employee Embezzlement

Question:

I am a partner in a eight attorney firm in downtown Chicago. Last week you participated in a discussion at an Illinois State Bar Association meeting where you indicated that four out of ten of you law firm clients have had an employee embezzlement at some time or another. I would appreciate any thoughts you may have on how we can protect ourselves.

Response:

Even though a firm trusts their accounting staff segregation of duties is appropriate and should be implemented in firms of all sizes. Here is an overview of such a system that we generally suggest:     

Internal Control is the plan of organization and all of the coordinate methods and measures adopted within a business organization to safeguard its assets, check the accuracy and reliability of its accounting data, promote operational efficiency, and encourage adherence to prescribed managerial policies.

The four basic elements considered essential in a satisfactory system of internal control are:

1. A plan of organization that provides appropriate segregation of functional responsibility and duties.
2. A system of authorization and record procedures adequate to provide reasonable accounting control over assets, liabilities, revenues, and expenses.
3. Sound practices to be followed in performance of duties and functions of each of the organizational areas.
4. A degree of quality of personnel (competency) commensurate with responsibilities.

Here is a link to an article outlining specific steps:

The goal is not to catch an employee that is stealing but to have a system of checks and balances in place so they will not even consider stealing.

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

Dec 15, 2015

Law Firm Retreat – Suggestion for a Firm Having Their First Retreat

Question:

I am a senior partner in a fourteen attorney intellectual property firm in Memphis. We are planning on having a firm retreat in January 2016. We have never had a retreat before. Our plan is to have a one day retreat facilitated by a consultant with specific focus on competitive strategy and marketing. We have just decided this week that we would like to do this and are just beginning the planning process. I would like to hear your thoughts and suggestions.

Response:

Here are my thoughts:

1. First of all it is now December and January is just around the corner and I believe that you need to have at least 60 days to properly prepare and plan for the retreat. Most management consultants that facilitate retreats, including myself, will want to get to know the firm and will want to conduct attorney interviews, (face to face or via telephone depending upon whether they are local), review financial reports and other documents, and prepare the retreat program. Participants (your people) may need time to prepare as well. Off-site facilities will need to be booked as well.
2. Decide in advance the outcomes that you would like to achieve. Is it to entertain, inform, educate, or to develop specific solutions or action plans.
3. Keep the retreat's focus narrow and concentrate on just a couple of topics – it sounds like you are doing this.
4. Establish ground rules upfront – example – off agenda items, day to day operations issues, etc. are off limits.
5. Building follow-up action plans into the program and identify who will be responsible for following up after the retreat is over.

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

Dec 01, 2015

Law Firm Partner Compensation – Arrangement When Buying a Senior Partner’s Interest

Question:

I am the owner of a solo practice family law firm in Jackson, Mississippi. I  have been in practice four years. I have been approached by a senior solo attorney that has a well established family law practice that generates $800,000 annually and is looking to sell his practice. We envision a merger where I would make an initial payment upon merging my firm with his and then buyout his interest over a five year period. We have agreed on a fixed price for his ownership interest. However, we are not sure how to handle compensation. He wants to continue to work for another five to seven years. We would appreciate your thoughts.

Response:

Your approach will depend upon how you are going to structure your initial ownership percentages and whether the other attorney plans on continuing to work fulltime or whether he plans on scaling back. Are you going in with a minority interest and then acquiring additional interest as you make the agreed payments?

Here are a few ideas:

1. Base compensation totally on ownership interests. As you acquire additional interest your compensation would increase.
2. Agree to a base salary for each of you and then allocate excess firm profits after your salaries based on ownership interest percentages.
3. Create two profit pools. One pool would be 70% of total profit called performance profit pool and the other pool would be 30% of total profit. The 70% pool would be allocated to each partner based upon individual performance as determined by a weighted average of each partner's origination/working attorney collected fee receipts. The 30% pool would be allocated to each partner in accordance with ownership interest percentages.
4. Create two profit centers (one for each partner) and allocate income and expenses to each profit center. Each partner's compensation would be based upon their individual profit center.

Nov 24, 2015

Law Firm Business Development/Marketing Manager Position

Question:

I am the managing partner of a twenty seven lawyer insurance defense firm in Orlando, Florida. In the last seven years we have grown from ten lawyers to twenty seven. Our firm is very dependent upon a handful of insurance companies and we are looking at ways to diversify our practice. Our rapid growth has caused us to outgrow our management structure. A few years ago we hired our first firm administrator to manage the business operations of the firm. We are now considering establishing a business development/marketing position to help focus our business development efforts. I would appreciate your thoughts.

Response:

I would start by giving some thought to your organizational structure overall. How and where does this position line up with the other management positions in the firm? Will the position report to the firm administrator or will the position be equal in stature to the firm administrator and report to the managing partner or executive committee? What will be the title of the position – marketing director, director of business development, business development manager, etc.? Will the position have assistants/direct reports? What are the position's performance expectations and duties?

Often law firms do not have a successful experience with their first business development/marketing manager. Typically this is a result of not taking the time to define the position, performance expectations, required skills and competencies, and hiring a candidate with the maturity and leadership required to be successful in the role.

Here are a few suggestions:

1. For the initial position – use a title similar to Business Development or Marketing Manager (Director of Business Development at such time in the future as the administrator's role grows warranting the title of Executive Director or Director of Administration).
2. Have a position equal in stature to the Firm Administrator with both reporting to the managing partner or executive committee.
3. Develop a sound position description

SAMPLE JOB DESCRIPTION

The business development manager is responsible for the management of all aspects of business development within the firm and supports business development initiatives within the firm. This management will occur either through direct activities, direct reports or delegation to subordinate staff. Responsibilities include but are not limited to:

1. Develop, recommend, and manage the firm marketing plan.
2. Supervise marketing support personnel.
3. Support the firm, practice groups, and individual attorney's business development initiatives and programs.
4. Recommend markets and projects to pursue.
5. Track and follow-up firm marketing and business development leads.
6. Manage firm business relationships.
7. Direct internal and external firm marketing and business communications.
8. Represent the firm at trade shows and other events.
9. Manage marketing and business development events and activities.
10. Write the firm newsletter.
11. Update and maintain the firm website.
12. Develop and maintain the firm brochure.
13. Participate in the strategic planning process.
14. Hire, train, and coach marketing staff, practice group chairs, and individual attorneys

Doing your homework upfront will pay dividends and insure that the position is successful.     

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

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