During Ep. 37 of the Ask the Law Firm Seller Show, Jeremy E. Poock, Esq. addresses the following question:
I found a Buyer for my law firm, but we have not agreed upon terms yet. What do you recommend?
At the outset, Poock clarifies the scope of the question to apply to Small Business Law Firms, typically owned by 1 or more founders.
Poock next distinguishes between why sellers typically have difficulty agreeing upon terms with either of the following 2 types of purchasers:
(a) Internal successors; and
(b) Growing Law Firm purchasers.
Regarding internal successors, Poock explains the following as typical reasons for why negotiations stall:
Most internal successor prefer remaining as key employee lawyers because of their concerns about the following risks associated with purchasing their boss’ law firm: (i) Risk of decreased originations after the firm’s founding Rainmaker(s) retire; (ii) Risk of not affording to pay a purchase price; (iii) A need to work even harder; (iv) A worsening work-life balance; (v) Personal financial risk associated with guarantying an office lease and bank credit line; and (vi) Risk of key employees departing the firm.
Based upon those risks, key employee lawyers often stall negotiating purchase terms, followed by, at some point, sharing their preference to remain as an employee, rather than an owner of their boss’ law firm.
Poock then explains the following typical reasons for why negotiations stall between selling law firms and Growing Law Firm purchasers: (i) Discomfort with asking difficult questions during due diligence; (ii) Not necessarily knowing terms to include in a letter of intent, offer, or similar document; and (iii) Difficulty negotiating financial terms with a buyer who is often a colleague or friendly competitor.
As a cure to such stalled negotiations, Poock shares the following advice:
That the parties consider engaging a deal intermediary to facilitate completing due diligence, negotiating purchase terms, and preparing an agreement.
The value of a deal intermediary includes: (i) Asking difficult questions to a seller and a buyer, including financial questions, experience level questions, post-Closing role questions, and more; (ii) Sharing the answers to difficult questions with each party, together with assisting the parties to remain focused on reaching deal terms; (iii) Facilitating the negotiation of deal terms; and (iv) Assisting with drafting deal terms into a Letter of Intent, followed by an agreement.
So, when a selling law firm and a purchasing law firm become “stuck in the mud” with reaching terms, a deal intermediary can provide the value needed to assist the parties with completing due diligence, facilitating negotiations, and reaching a win-win agreement.