Buying or Selling a Law Firm in Pennsylvania

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1 Buying or Selling a Law Firm in Pennsylvania

2 Presented By Jennifer L. Ellis, Esq. Pennsylvania Bar Institute & Freedman Consulting, Inc. David A. Fitzsimons, Esq. Martson Law Offices

3 Informed Consent PA Rule 1.0 Terminology (e) Informed consent denotes the consent by a person to a proposed course of conduct after the lawyer has communicated adequate information and explanation about the material risks of and reasonably available alternatives to the proposed course of conduct.

4 Introduction History of Rule 1.17

5 Ask for Guidance Pennsylvania Bar Association Ethics Hotline (800) , ext. 2214

6 Find Guidance - The PBA Website has a database of ethics opinions. - Visit - Click on Ethics Opinions

7 Rule Sale of a Law Practice (a) The seller ceases to engage in the private practice of law in Pennsylvania;

8 (b) The seller sells the practice as an entirety to a single lawyer. For purposes of this Rule, a practice is sold as an entirety if the purchasing lawyer assumes responsibility for all of the active files except those specified in paragraph (g) of this Rule.

9 (c) Actual written notice is given to each of the seller s clients, which notice must include at a minimum: (1) notice of the proposed transfer of the client s representation, including the identity and address of the purchasing lawyer; (2) (2) a statement that the client has the right to representation by the purchasing lawyer under the preexisting fee arrangements;

10 1.17(c) Continued (3) a statement that the client has the right to retain other counsel or to take possession of the file; and (4) a statement that the client s consent to the transfer of the representation will be presumed if the client does not take any action or does not otherwise object within 60 days of receipt of the notice.

11 (d) The fees charged clients shall not be increased by reason of the sale. Existing agreements between the seller and the client concerning fees and the scope of work must be honored by the purchaser, unless the client gives informed consent confirmed in writing.

12 (e) The agreement of sale shall include a clear statement of the respective responsibilities of the parties to maintain and preserve the records and files of the seller s practice, including client files.

13 (f) In the case of a sale by reason of disability, if a proceeding under Rule 301 of the Pennsylvania Rules of Disciplinary Enforcement has not been commenced against the selling lawyer, the selling lawyer shall file the notice and request for transfer to voluntary inactive status, as of the date of the sale, pursuant to Rule 219(i) thereof.

14 (g) The sale shall not be effective as to any client for whom the proposed sale would create a conflict of interest for the purchaser or who cannot be represented by the purchaser because of other requirements of the Pennsylvania Rules of Professional Conduct or rules of the Pennsylvania Supreme Court governing the practice of law in Pennsylvania, unless such conflict, requirement or rule can be waived by the client and the client gives informed consent.

15 (h) For purposes of this Rule: (1) the term single lawyer means an individual lawyer or a law firm that buys a law practice, and (2) the term seller means an individual lawyer or a law firm that sells a law practice and includes both the personal representative or estate of a deceased or disabled lawyer and the deceased or disabled lawyer, as appropriate. (i) Admission to or withdrawal from a law partnership or professional association, retirement plan or similar arrangement or a sale limited to the tangible assets of a law practice is not a sale or purchase for purposes of this Rule 1.17.

16 Guidance Pennsylvania Bar Association Committee on Legal Ethics and Professional Responsibility, Formal Opinion , Ethical Considerations as to Exchange of Client Information in Sale of a Law

17 Conflict Between Rule 1.6(c)(6) and Rule 1.17 Comment 4

18 Rule 1.6. Confidentiality of Information (a) A lawyer shall not reveal information relating to representation of a client unless the client gives informed consent, except for disclosures that are impliedly authorized in order to carry out the representation, and except as stated in paragraphs (b) and (c). (c) A lawyer may reveal such information to the extent that the lawyer reasonably believes necessary: (6) to effectuate the sale of a law practice consistent with Rule 1.17.

19 Comment 4 of 1.17 (4) Negotiations between seller and prospective purchaser prior to disclosure of information relating to a specific representation of an identifiable client no more violate the confidentiality provisions of Rule 1.6 than do preliminary discussions concerning the possible association of another lawyer or mergers between firms with respect to which client consent is not required.

20 Comment 4 Continued Providing the purchaser access to the client-specific information relating to the representation and to the file, however, requires client consent. The Rule provides that before such information can be disclosed by the seller to the purchaser the client must be given actual written notice of the contemplated sale and file transfer including the identity of the purchaser and any proposed change in the terms of future representation, and must be told that the decision to consent or make other arrangements must be made within 60 days. If actual notice is given, and the client makes no response within the 60 day period, client consent to the sale will be presumed.

21 Rule 1.6(c)(6) is Dispositive

22 What May be Shared? - Identity of clients of selling lawyer; - Identity of any adverse parties to clients of selling lawyer; - Matter Summary: nature of the work done for each client, the status of the matter and a candid description of the issues involved in the matter; - Financial Information: what are the billables and financial arrangements with each client of the selling lawyer; and - Review of the complete client file.

23 Related Rules Rule 1.4 Prompt Communication At what point does the duty of prompt communication begin to toll? Once an agreement is struck.

24 Related Rules Rule 1.18 Duties to Prospective Clients (b) Even when no client-lawyer relationship ensues, a lawyer who has had discussions with a prospective client shall not use or reveal information which may be significantly harmful to that person learned in the consultation, except as Rule 1.9 would permit with respect to information of a former client.

25 Related Rules Rules relating to Conflicts of Interest 1.7 Current Clients 1.8 Specific Rules for Current Clients 1.16 Declining or Terminating Representation

26 Related Rules Rule 1.9 Duties to Former Clients Both in terms of what a lawyer can communicate about clients and in terms of conflicts with clients of the seller s firm.

27 Questions on Ethics?

28 Logistics

29 Sharing Data Best to put information into an easily sharable format. Review files and information need to share and turn it into electronic format. Which files? Rule 1.5(a) requires client files be retained for five years after termination of representation. (However, a PBA Ethics Committee Opinion notes that the attorney should keep a record of any property s location and disposition should be kept. Also, the Committee advised that law firms have a strict record retention and destruction policy with all decisions made my attorneys not staff. Clients should be informed of the policy in the initial engagement letter.)

30 Share Data The easiest way to manage sharing of electronic data is to utilize a scanner. The ScanSnap series is popular amongst the legal profession. Scan the files you wish to share and create a naming convention that will help the potential buyer easily navigate the documents.

31 Share Data Put the data online with a service such as SOS which provides for encryption and costs only $100 per year for up to 5 computers. Provide the potential buyer with a password. If the sale fails the seller can change the password.

32 Get Your House in Order HR Issues Law Practice Management properly set Technology Audited Financial forms gathered and organized Security issues resolved Streamline the practice

33 Valuation

34 A Law Firm is Both a Business and a Practice Evaluate the Business and Evaluate the Practice

35 The Business Filed federal income tax returns for the past three to five years Title to all assets Debt agreements, equipment and office leases, maintenance contracts, and subscription agreements for library services.

36 The Business Filed business and payroll tax returns. Malpractice insurance policy and applications with attention to availability of tail and prior acts coverage. Other liability such as discrimination or harassment claims insurance and workers com, fire and theft policies and applications.

37 The Business Salaries, bonuses and benefits, and evaluations. The buyer should be watching for any potential issues in the finances. Both parties should consider hiring a good accountant. James D. Cotterman, Valuation of a Law Practice, in ABA General Practice, Solo & Small Firm Section, Volume 17, Number 1, January/February 2000

38 The Practice A Practice, financially speaking, is the goodwill an attorney has built during his years of effort. It is hard to set a price for goodwill. Seller should consider remaining available to buyer.

39 The Practice Net tangible assets on an accrual basis. Net income look to back benefits, perks, and compensation to reported net income and subtract a reasonable compensation package. Calculate reconstructed net income for three to five years and average.

40 The Practice Multiply net tangible assets from the above figure by a reasonable return rate. Subtract the reasonable return from average reconstructed net income (the result is excess net income.) Capitalize the excess net income to arrive at goodwill.

41 The Practice Also Consider: Review annual client fees for several years and compare to tax returns. Check for conflicts Make sure good practice management procedures are in place. Look at pending open matters check for deadlines. Cotterman

42 Payment Recall that the buying attorney may not raise fees on existing clients to pay for the firm. One option, especially with a younger attorney, is to base payout on a percentage of actual income for a stated period, 6 months to a year. Have the buyer pay each month as the money comes in.

43 Payment This again encourages the seller to stay involved as a non-active attorney in the firm. Serving as an advisor to the new attorney.

44 Additional Seller Concerns Buyer competent and will provide good legal services Buyer has appropriate, expertise and credentials Buyer has a solid reputation Buyer s philosophical approach meshes with the clients tail insurance coverage Cotterman

45 Questions on Logistics?

46 Conclusion Both Buyer and Seller should desire: A smooth transition Content and reassured clients The longevity of the future of the firm Proper representation of all clients All ethical rules obeyed

47 Thank You Jennifer Ellis David Fitzsimons

48 Sources Edward Poll, Law Firms for Sale Everyone Benefits, in ABA General Practice, Solo & Small Firm Section, Volume 17, number 1, January/February James D. Cotterman, Valuation of a Law Practice, in ABA General Practice, Solo & Small Firm Section, Volume 17, Number 1, January/February 2000.

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