Practice Groups
Corporate
Law Firm Transactions
Rivkin Radler represents law firms on their own transactional matters, including succession planning; admission and separation of partners; and acquisitions, sales and mergers with other law firms. As private equity firms, strategic investors and management services organizations have begun to play a role in this area, we have begun using our capabilities to help law firms and law firm owners evaluate potential opportunities, consider compliant transaction structures (including MSO formation and investment), and negotiate terms intended to support growth, preserve professional independence and protect the long-term value of the practice.
Our lawyers are equipped to advise across the full lifecycle of a law firm sale or investment transaction, including initial planning, investor outreach, letters of intent, diligence, deal structuring, negotiation, documentation, closing and post-closing implementation. Our capabilities extend to recapitalizations, mergers, acquisitions, equity and debt financing, roll-up strategies, bolt-on acquisitions and other structures that may provide capital, operational support or succession solutions for law firms.
Outside investment in law firms raises evolving professional responsibility and regulatory considerations. We monitor these developments and can assess structures, considering applicable rules governing nonlawyer ownership, fee sharing, professional judgment, client confidentiality and conflicts of interest. Our capabilities include advising on management services organization arrangements, alternative business structures where available, management agreements, services agreements, governance rights, restrictive covenants, employment and partner transition arrangements, and related operational issues.
Tax planning can be central to these transactions. Our transactional lawyers can work with Rivkin Radler’s Tax Practice Group to help law firm owners evaluate the potential tax consequences of a proposed sale, recapitalization or MSO arrangement; compare transaction structures; address purchase price allocation, rollover equity, deferred consideration and earnouts; and pursue an efficient after-tax result consistent with the firm’s business and succession objectives.
For many lawyer-owners, a private equity transaction may also be a succession planning event. We can help firms consider leadership transition, continuity of client service, compensation and retention arrangements, governance after closing, liquidity needs, legacy considerations and the role of key partners and professional staff. Our goal is to give clients a clear understanding of both the proposed transaction terms and the practical realities of operating after closing.
We can bring together corporate, finance, tax, ethics, employment, real estate, technology, cybersecurity, trusts and estates, and litigation experience as needed to help law firms assess and navigate complex, fast-moving transactions. With practical business judgment and a deep understanding of the legal profession, we are positioned to help clients identify risk, protect what they have built and consider the next stage of their firms’ growth.
We bring together corporate, finance, tax, ethics, employment, real estate, technology, cybersecurity, trusts and estates and litigation experience as needed to guide law firms through complex, fast-moving transactions. With practical business judgment and a deep understanding of the legal profession, we help clients identify risk, protect what they have built and position their firms for the next stage of growth.
