ABS s The Future for Law Firm Investment? (A) investment in law firms by non-lawyers, from individuals to large corporates; and

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1 slaughter and may BRIEFING august 2012 Jeff Triggs 1. Introduction 1.1 What is an ABS? ABS stands for the rather unexciting term Alternative Business Structure. It is a creature of the Legal Services Act Its purpose is to allow law firms to be authorised and regulated to provide legal services whilst non-lawyers have an interest in their ownership and/or management. As such they create the opportunity for: (A) investment in law firms by non-lawyers, from individuals to large corporates; and (B) the establishment of multi-disciplinary partnerships, where lawyers share a business, profits and management with other professionals. An ABS is not a new form of body corporate or partnership. Converting to an ABS does not require a firm to change its corporate or partnership status. It does not require a transfer of business, assets, liabilities or employees to a new entity. It is a regulatory status. 1.2 What do ABS s bring? The new ABS regime opens up a range of possibilities in the future, including: (A) Law firms appointing non-lawyers as equity partners; (B) Law firms being able to offer a broader range of services on a one-stop basis by sharing their practice with other professionals such as accountants, estate agents or claims assessors; (C) Law firms raising external equity investment from corporate investors or private equity; (D) Existing suppliers of consumer services branching into the supply of legal services (so-called Tesco Law ); (E) The acquisition of law firms by investors; (F) Flotation of law firms; (G) In-house lawyers providing services to other customers of their employer; and (H) Debt for equity rescues of ailing law firms.

2 2. The Legal and Regulatory Background The first thing to note is that there is no general prohibition under English law against giving legal advice. However: 2.1 Practising as a Solicitor Under section 1 of the Solicitors Act 1974 no-one is qualified to act as a solicitor unless (a) he has been admitted as a solicitor, and (b) his name is on the roll, and (c) he has a practising certificate in force. Under section 20 of the Solicitors Act, it is a criminal offence to act as a solicitor if not qualified under section 1 to do so. Furthermore, under section 21, it is a criminal offence for anyone who is not qualified as a solicitor to pretend to be, or hold himself out as, so qualified. But this does not of itself restrict the giving of legal advice. It only forbids an unqualified person acting as, or holding himself out as qualified to act as, a solicitor. 2.2 Provision of Legal Services Reserved Legal Activities Under the Legal Services Act 2007, it is a criminal offence for a person knowingly to carry on a reserved legal activity unless entitled to do so. That includes a person carrying on such an activity in his capacity as an employee, even if his employing company is itself entitled to carry on such an activity. The reserved legal activities are set out in section 12 of the Legal Services Act 2007 and comprise: (a) the exercise of rights of audience (ie appearing in court and cross-examining witnesses); (b) the conduct of litigation (i.e the issuing of proceedings before any court in England and Wales, the commencement, prosecution and defence of such proceedings and the performance of any ancillary functions in relation to such proceedings (such as entering appearances to actions)); (c) reserved instrument activities (i.e preparing any instrument of transfer or charge for the purposes of the Land Registration Act 2002, making an application or lodging a document for registration under that Act or preparing any other instrument (other than wills) relating to real or personal estate for the purposes of the law of England and Wales or any instrument relating to court proceedings in England and Wales); (d) probate activities; (e) notarial activities; (f) the administration of oaths (ie taking oaths, swearing affidavits etc). It is clear that this is by no means the full range of legal services, although other legal activities may be added to the list of reserved legal activities under section 24 of the 2007 Act. Indeed, following a campaign by the Law Society, the Legal Services Board announced, on 23 April, 2012, that it proposed to bring will writing and estate administration services onto the list. 02

3 2.3 The Future for Reserved Legal Activities In its Decision Document of April, 2012 following its consultation on Enhancing consumer protection, reducing regulatory restrictions, the Legal Services Board expressed the view that the current distinction between reserved and unreserved legal activities was not fit for purpose and did not deliver the regulatory protections and certainty that consumers require. They rejected the option of regulating all legal services (which they described, interestingly, as the solicitor model ) in favour of delivering a common minimum set of regulatory protections extending to all general legal advice for individual consumers, thus segregating less by reference to the exact nature of the advice (as currently) and more by reference to the recipients of the advice. They also announced a preference for regulating at the entity, rather than individual, level. Clearly the definition of general legal advice will need to be very carefully drawn to ensure that it is sufficiently broad while not catching things such as helping benefit claimants fill in their application forms. The Legal Services Board aims to hold discussions with stakeholders during autumn/winter 2012 and to publish in Q a discussion paper on what might be encompassed within the expression general legal advice for individual consumers. 2.4 Requirement for Authorisation No-one may carry out a reserved legal activity in England or Wales without being entitled to do so. Traditional firms of solicitors are so entitled by virtue of being qualified solicitors authorised by the Solicitors Regulation Authority (SRA). However, firms wishing to admit non-lawyers as investors and/or managers will need to be authorised as ABS s. More precisely, a licensable body is required to be authorised as an ABS and only a licensable body is permitted to be so authorised. A licensable body is a firm: (A) which wishes to carry out reserved legal activities; (B) which has at least one lawyer manager; and (C) in which a non-lawyer has an interest (e.g. shares or voting rights) or is a manager. A non-lawyer has an interest in a firm if a body corporate has an interest in that firm and non-lawyers have an interest in ten percent. or more of that body corporate. By non-lawyer is meant a person who is neither: (a) a lawyer or firm authorised by an approved regulator (e.g. a solicitor authorised by the SRA) to provide reserved legal activities; (b) a registered foreign lawyer, holding recognised foreign legal qualifications and being authorised by appropriate authorities in the relevant foreign country; (c) a lawyer qualified and authorised in a country within the EU, the EEA or Switzerland who complies with the requirements of the Establishment Directive as adopted in the UK; nor (d) a firm providing lawyers services in which all managers and interest holders are individuals within (a) to (c) or are bodies in which more than ninety percent. of managers and interest holders are within (a) to (c). 03

4 A manager includes a director of a company, a partner in a partnership and a member of an LLP. 2.5 Application for Authorisation An ABS will need to apply to be authorised by a licensing authority to provide one or more reserved legal activities. Licensing authorities are designated by the Legal Services Board. As at April, 2012 the Legal Services Board had designated the Council for Licensed Conveyancers (CLC) and the SRA as licensing authorities. In order to be authorised by the SRA an ABS must comply with the SRA Practice Framework Rules and the SRA Authorisation Rules for Legal Services Bodies and Licensable Bodies. The criteria are pretty stringent and becoming an ABS is not a soft alternative to being an authorised firm of solicitors. Amongst other things an ABS must demonstrate that it meets the SRA s requirements in relation to: (A) policies and procedures to ensure that it can comply with the SRA Principles, Code of Conduct, Accounts Rules and Handbook requirements; (B) compatibility with the regulatory objectives set out in Part 1 of the Legal Services Act 2007; (C) maintenance of professional indemnity insurance; (D) compensation arrangements; (E) client money arrangements; (F) governance structure, including the appointment of a Compliance Officer for Legal Practice (COLP) and Compliance Officer for Finance and Administration (COFA); and (G) approval by the SRA of the fitness and propriety of shareholders, managers and compliance officers (all of whom will need to pass the SRA s stringent Suitability Test). A declaration of compliance is required to be made by a lawyer manager. An ABS may be authorised to carry out all or just some reserved legal activities. 3. Why Practise as an ABS? There are a number of reasons why lawyers may choose to practise as an ABS. These include: 3.1 To introduce non-lawyers as partners or managers For example, it may be easier to recruit a non-lawyer as finance director or practice manager to a partnership or LLP if it is possible to offer that non-lawyer a partnership or membership of the LLP. 3.2 To create a multi-disciplinary practice For example to form a business combining estate agency and conveyancing; or accountancy and law; or loss adjusting, claims handling and insurance litigation. The introduction of the ABS regime allows the formation of businesses combining legal advice with other professional services. 04

5 3.3 To raise new forms of external finance A law firm may consider operating as an ABS in order to allow corporate investors or private equity to invest in the firm by way of equity investment. 3.4 To sell the business Indeed as an ABS the whole business could be sold out to a corporate or private equity house. 3.5 To float the business Alternatively a law firm could convert to plc status and offer its shares to the public by way of an IPO, obtaining a listing on a recognised stock exchange. 3.6 For existing consumer brands to diversify into legal services This is so-called Tesco Law, although interestingly as at April, 2012 it is the Co-op and not Tesco which has formed an ABS to offer legal services. One of the first ABS s to be authorised is Co-operative Legal Services Limited, a wholly-owned subsidiary of the Co-operative Group which has added legal services to its existing portfolio of consumer services such as food retailing, insurance, travelling, banking, funeral care and pharmacies. According to its website, Co-operative Legal Services will offer to consumers legal services such as will writing, probate, conveyancing, personal injury claims, employment law and family law. 3.7 To facilitate a financial rescue? One might speculate that adoption of ABS status could broaden the range of action which a bank might be able to take to rescue a law firm in financial difficulty. ABS status might allow a bank to make a debt for equity swap and/ or to take a role in the management of the firm. 3.8 To enable in-house lawyers to provide services to external clients Where an in-house legal team provides particular services to its employing company such as litigation and claims handling authorisation of that part of the business as an ABS might enable that in-house team to diversify into providing similar services to other businesses. 3.9 LDPs Legal Disciplinary Practices, or LDP s, which allowed up to 25 percent. non-lawyer management, are effectively being replaced by ABS s. An LDP which has non-lawyer managers will need to apply to become an ABS if it wishes to retain those managers. 4. Early examples of ABS s 4.1 Small firms wishing to invite non-lawyers to become partners One of the first firms to be authorised by the SRA as an ABS was a small firm which converted to ABS status in order to admit its practice manager, a non-lawyer, as managing partner, joining the existing two lawyer partners. Another early approval was of a sole practitioner who wished to give his wife, the practice manager, a share in the business. 4.2 Co-operative Legal Services The first Tesco Law business turned out to be the Co-op, offering legal advice to consumers in areas such as will writing, probate, conveyancing, personal injury, employment and family law. 05

6 4.3 Parabis Parabis is a London-based law firm which provides legal services to the insurance and travel industries. It has sought ABS status for the purpose of attracting external investment. 4.4 BT Claims BT Claims is the motor claims management arm of BT. It has been reported that it intends to apply for ABS status in order to be able to diversify into offering its claims management services to companies other than BT. 5. Early transactions involving ABS s 5.1 Russell Jones & Walker Slater & Gordon, an Australian listed law firm, has announced the acquisition of English firm Russell Jones & Walker, conditional on the target becoming an ABS. 5.2 Parabis The private equity house, Duke Street, has announced the purchase of an interest of over fifty percent. in Londonbased law firm, Parabis, subject to Parabis becoming authorised as an ABS. The deal is said to have valued Parabis at between 150m. and 160m. 5.3 Silverbeck Rymer Quindell Portfolio, an AIM listed company, has announced the purchase of Silverbeck Rymer, a Liverpool-based law firm specialising in insurance claims handling, to form an ABS, subject to authorisation from the SRA. 6. What are the next headlines? 6.1 Household name insurance company buys national firm of solicitors? 6.2 Major accounting firm announces merger with national law firm to create multi-disciplinary practice? 6.3 National Law Firm merges with Estate Agency chain? 6.4 US Investment Bank buys boutique city law firm? 6.5 Law Firm floats on London Stock Exchange? 6.6 Bank acquires debt for equity stake in ailing Law Firm? 6.7 Virgin Divorce Website launched? 7. Possible Issues 7.1 Price v quality It would appear likely that corporate investment in legal services - Tesco law - will initially be led by corporates which wish to exploit their existing consumer bases by offering low-cost commoditised legal services. It is likely that they will look to profit from offering standardised products which can be automated using efficient IT systems 06

7 and low cost, perhaps offshored, resource. No-fault divorce, simple conveyancing, personal injury claims, insurance claim handling, writing simple wills may be examples of the services which will be offered. Those businesses will need to develop an efficient and reliable means of identifying the non-standard, more complex cases and removing those from the mechanised process, perhaps employing more traditional law firms on a white label basis to deal with those cases. If not, those companies may expect to suffer quality issues which could impact on the reputation of the larger organisation. 7.2 International A UK company buying an English law firm is one thing. A Big four accountancy firm investing in an international law firm would be quite another matter, bringing into play the local regulatory and tax regimes of a host of countries and making the deal much more difficult. For example, the American Bar Association currently appears to be implacably opposed to non-lawyer ownership of US law firms. 7.3 Retaining law firm goodwill The Tesco Law example would appear to work best where (a) the corporate has an existing body of consumers to whom to sell its services; and (b) the legal services are capable of being supplied to those consumers on a commoditised basis. The model would be different in the case of a takeover of a law firm in the more value-added area of the market, where the law firm would be expected to bring its clients to the party and where the skills, experience and personality of individual lawyers are crucial for creating and maintaining the goodwill of the firm. In that event the acquirer is not just buying practitioners of the law but specialist skills and client relationships. Any acquisition of such a firm would therefore need to focus, inter alia, on how to retain the talents and goodwill of the partners after they have sold out and to make sure that client relationships would remain and continue to be fostered post-acquisition. The selling partners would need to realise that in order to deliver the value which they are selling they would need to remain actively and enthusiastically involved in the business for a period following sale. Furthermore they could not expect to sell the goodwill of the business for a healthy price and still continue to benefit from full distributions of its profits. So it will need to be determined how long partners should be required to continue working for the business post sale and how they can best be motivated to work as hard for the business as they did when they owned it. One option might involve giving selling partners an equity stake in the purchasing entity. Deferred consideration may be another option, along with restrictive covenants. Within the target firm, the selling partners would need to determine how any consideration should be shared amongst them. Should the most senior partners take a greater share because they have contributed more or at least longer to the goodwill of the firm, or should the junior partners receive more because they are in effect giving up more, in terms of future profit distributions? 7.4 Duplication of Regulation One issue which may arise in the context of multi-disciplinary practices is the possible duplication of regulators. Where a firm is both an ABS and, say, a registered audit firm regulated by the Institute of Chartered Accountants, will the SRA and the ICAEW need to come together to ensure that the regulation of the business is not duplicated and/or inconsistent as between the two regulators? 07

8 7.5 Taxation Depending on the nature and structure of any investment in a law firm there will be various tax issues to consider, both from the perspective of the investor and the partners. The investor will want to ensure that profits can be extracted from the firm in a tax efficient manner and that, to the extent possible, losses can be accessed. An investor will also want to ensure that any tax on ultimate exit is minimised. The existing partners will generally be keen to obtain capital treatment for any disposal proceeds received upon the investment in the firm. In addition, as regards future profit distributions from the firm, the partners will be keen to retain their self employed status for National Insurance purposes. This article was published in the Association of Partnership Practitioners August 2012 newsletter. Slaughter and May 2012 This material is for general information only and is not intended to provide legal advice. For further information, please speak to your usual Slaughter and May contact. jrt46.indd812

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