5 Key Issues to Consider Before Starting a Law Firm Merger

 

The Objectives Behind a Merger

The goals of a merger in many law firms are quite ambitious. To ensure a successful merger, the merging firms need to do their due diligence to make sure the proper planning is done. This should include thorough merger discussions to determine each firm’s best strategies and desired outcomes. There are also many contingencies that should be considered when pursuing this endeavor, making preparation and research even more essential. If handled appropriately, there is potential for great success when two law firms merge.
 

Considerations in Deciding a Law Firm Merger

All firms must consider their desirability when negotiating with other firms, including reputation, expertise, legal status, and financial stability. Understanding these key areas is essential for successful negotiations.

Delaying necessary changes risks missed opportunities — see why firms should restructure immediately to stay competitive amid legal industry shifts.
 

Culture

• Firm culture and values are key factors in a successful merger, as significant cultural differences between firms can prevent the deal from happening. It is important to understand and be able to explain the culture and values of a firm before beginning a merger search.

Perception

• A firm's public and community perception should be considered when evaluating potential merger partners. Firms that are viewed unfavorably may need help attracting quality candidates and may need extra effort to improve their perception. Merger partners are typically not looking for an opportunity to resolve another firm's challenges. One of the often-overlooked dynamics is integrating associates from both firms — missteps here can erode morale and derail synergy.

Branch Offices

• Firms considering mergers must be aware that problematic branch offices can greatly reduce their merger prospects. Merger partners may be unwilling to merge with a firm that has a disruptive branch office, so firms with such offices may need to either bring the branch back into the fold or do without it to complete the merger.

A strong practice management implementation plan helps the merged firm translate strategic intent into daily practice group alignment.

Synergy

• Synergy is an important factor for businesses considering a merger, as it can enable them to achieve a stronger market position than either of the firms could. To maximize the synergy potential of a merger, firms should realistically assess their strengths and weaknesses to identify suitable partners and articulate the positive outcomes of combining.

Alignment of partner and associate incentives is crucial — read more on compensation structures in law firms to design a system that fosters retention post-merger.
 

Client Relationships

• To ensure the success of a merger, firms should focus on building strong relationships with clients and minimizing any potential revenue lost due to the merger. Firms should also ensure that the key revenue generators see the potential value in the merged firm and commit to it.

Unfunded Retirement Plans

• Unfunded retirement plans can pose a major risk and liability to companies, especially when it comes to considering merger prospects. Firms need to quantify or eliminate any unfunded obligations before taking steps toward a merger to strengthen their bargaining position. Please do so to avoid opposition from the firm's partners regarding payments for retired partners of the other firm.

Capital

• For a potential merger to succeed, it is important for the partners involved to have similar capitalization philosophies and per-partner capital levels. If significant differences exist in these areas, it may be difficult to move forward with the merger. Additionally, partners must be willing to contribute additional capital if needed in a merger situation. If there is reluctance from any of the partners, it may limit potential merger opportunities.

Finances

• Mergers and acquisitions heavily depend on financial history and work ethic, so it is important to review at least three years of historical financial performance. Firms with below-average economics may need help to make a merger happen, whereas those with stronger economic performance have more negotiation leverage.
  Net income is not the only key consideration when determining a business’s financial future. Establishing a successful and sustainable commercial venture involves building and nurturing an effective business plan with strategic components such as market share reviews, management structure assessments, and sound business practices. Through extensive research and formulating recommendations based on historical trends and future predictions, businesses can establish a framework to obtain net income while maximizing performance in other areas. A strong focus on the core financial considerations of the business allows for continued success in acquiring net income and leveraging those resources to further expand all aspects of that business, from reaching new customers to updating existing product lines.

To understand motivations behind consolidation, see why law firms join forces to expand into new markets, reduce costs, or broaden capabilities.
 

Debt

• Debt is an important factor to consider when evaluating a potential merger partner. If the firm has incurred debt for purposes other than asset-related items, steps should be taken to eliminate it quickly and create policies to limit borrowing in the future. All firms should also be aware of any debt covenants that may limit the ability to merge. It is essential to consider these matters when considering any merger or acquisition.

Leases

• Suppose a law firm's lease is up for renewal, and the rental market has increased since they last negotiated their lease. In that case, this can significantly impact their partners as they may have to cover any rent increase personally. To prevent this, the firm must dedicate time and resources to negotiating a new lease that works for all parties involved.

Law firm mergers have various primary issues that must be taken into consideration. A clear understanding of the firm's current stance on these key issues will provide a reality check and help ensure a successful merger.

As factors driving law firm consolidation intensify—such as globalization, specialization, and cost pressures—mergers are becoming more common.
 

Managing Partner Expectations and Compensation during the Transition Period

During the transition phase, strategic plans for managing partner expectations and compensation must be discussed and clear agreements reached. This is a critical step, as the nature of the partnership will determine future business considerations and affect how it fares compared with other firms. Accordingly, it is important that all partners agree with what has been decided and that any adjustments or negotiations take place with ample time for thorough and informed decisions. To ensure everything runs smoothly, expert advice from an attorney or trusted adviser should be sought if necessary. Doing so will ensure satisfactory arrangements can be made both now and in the future while reinforcing partner confidence in the partnership’s ability to succeed. Merger activity should be viewed in light of emerging trends in law firm structure—for example, hybrid models, remote operations, and flexible governance.
 

Addressing Cultural Differences Between Two Firms

Cultural differences can significantly impact mergers and/or acquisitions between firms if they are not addressed properly. When it comes to similar cultures, attorneys must be aware of the social nature of the practice and understand its effect on clients. It is also imperative that both sides make full disclosures about their cultures before considering a merger or acquisition to ensure compatibility. Having similar cultural norms is especially important for law firm mergers, as this helps facilitate success in integrating different entities into cohesive teams. This concept is further reinforced when an equity partner is looking to join a new firm, as he/she will want to align well with the team’s culture at large. Therefore, it is clear that addressing cultural differences between firms should not be taken lightly when considering a merger or acquisition. If one of the merger parties is a small or solo practice, the guide to merging small or solo firms into larger firms provides a useful roadmap for aligning expectations.


 

Integrating Different Practice Areas and Business Models for Optimal Results

Law firms must have a strategic plan in place when considering different practice areas and business models. A successful law firm merger takes careful consideration of the firm’s future operations and growth plan. Leadership must assess how integrating new practice areas and/or business models would affect revenue and the associates who are part of those specializations. The importance of integrating the moving parts of a law firm to be successful should not be overlooked. Firms need to consider these moving pieces thoughtfully and consider each area’s importance before moving forward with any decisions about merging or altering their existing structure.

 Leveraging technology’s role in firm structure can accelerate integration, streamline workflows, and reduce friction across offices.
 

Conclusion

In conclusion, the successful merger of two separate firms requires a comprehensive understanding of financial, cultural, and transition-related considerations. The goals of the merger need to be clear, financially sound decisions will prove most beneficial for both parties, and expectations of reward for each party should be managed during the transition period. At the same time, it is just as important that potential cultural differences are addressed upfront. Furthermore, ensuring that different practice areas and business models are successfully integrated will play a crucial role in successfully seeing the completion process through. With proper planning, collaboration, and communication between the involved parties, this merger could lay down a framework for future success.

• Once the merger is in motion, you’ll want to measure merger success against both strategic goals and financial metrics to ensure the combination delivers value.

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About BCG Attorney Search

BCG Attorney Search matches attorneys and law firms with unparalleled expertise and drive, while achieving results. Known globally for its success in locating and placing attorneys in law firms of all sizes, BCG Attorney Search has placed thousands of attorneys in law firms in thousands of different law firms around the country. Unlike other legal placement firms, BCG Attorney Search brings massive resources of over 150 employees to its placement efforts locating positions and opportunities its competitors simply cannot. Every legal recruiter at BCG Attorney Search is a former successful attorney who attended a top law school, worked in top law firms and brought massive drive and commitment to their work. BCG Attorney Search legal recruiters take your legal career seriously and understand attorneys. For more information, please visit www.BCGSearch.com.