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Succession Planning for Law Firms

For those starting out their journey in the legal profession, the world seems wide open with possibility. And while becoming a successful legal practitioner can seem to be a competitive and mysterious process for those in the thick of it, there is a lot of infrastructure devoted to transitioning young law students into young professionals.

But the other end of the legal career spectrum is less well catered for and the possibilities can seem much fewer. Exit planning, or business succession, tends to be little more than an afterthought for many firm partners and the advice available is often situational and sought out from trusted advisors rather than generally available.

Founder of Succession Plus, Craig West dives into succession planning on Hearsay the Legal Podcast, touching on the factors to consider for a successful exit, the challenges of law firm succession and ways to maximise return on exit. Sign up for a trial to listen now for free on Hearsay the Legal Podcast.

Exit Planning Explained

Exit planning is the process of preparing your business, and yourself, for the day you transition out of ownership. It’s not just about selling your business; it’s about doing so on your terms and achieving the best possible outcome – financially, emotionally, and strategically.

Whether you’re a small law firm principal, a partner in a large practice, or a sole practitioner, exit planning is crucial in how it transforms your business from a practice heavily dependent on you into a valuable, transferable asset.

Why Does Exit Planning Matter?

1.     It Secures Your Financial Future

For many law firm principals, the business is their largest asset. A well-crafted exit plan ensures you can maximise its value, providing the financial freedom to retire, fund other ventures, or support your family.

2.     It Protects Your Legacy

Your firm is more than just a business—it’s the culmination of your hard work and dedication. Exit planning allows you to pass the torch in a way that preserves your reputation and ensures the continuation of your firm’s mission and values.

3.     It Safeguards Clients and Employees

Without a clear exit strategy, your departure could create uncertainty for your clients and staff. Planning in advance allows you to build a succession structure that ensures continuity of service and stability for those who depend on your firm.

4.     It Increases the Value of Your Firm

The process of preparing for an exit often uncovers inefficiencies, risks, and opportunities for improvement. For example, shifting client relationships to the firm rather than individual lawyers, or introducing retainer-based revenue models, makes the business more attractive to buyers.

When Should You Start Exit Planning?

Craig suggests that every business owner should “begin with the end in mind.” Just as you wouldn’t invest in a property without a plan to sell, running a business without an exit strategy is shortsighted.

Factors to consider for a successful exit

Success in exit planning is subjective—it depends on what you value most. Some principals focus on financial gain, while others prioritise continuity, legacy, or employee welfare. According to Craig, the most successful exits are those planned years in advance with consideration of key factors such as:

Your ideal buyer 

Who would you want to buy your firm? Identifying this early can streamline your exit planning strategy. Potential buyers typically fall into two categories: external buyers, such as other law firms looking to expand, and internal buyers, such as employees or partners within the firm.

For external buyers, showcasing a niche specialisation or a strong recurring revenue model can make your firm an attractive acquisition target. Internal buyers, on the other hand, may benefit from an employee share ownership plan or other structured buy-in strategies. However, these require time to implement. “If you’ve got 10 years, employee buy-ins can be a very effective strategy,” Craig suggests. By cultivating successors and transferring institutional knowledge over time, you ensure that the firm’s culture and client relationships remain intact.

Goodwill value

Goodwill value is a significant component of a law firm’s sale price, but it’s also one of the hardest to build. In many firms, client loyalty lies with individual lawyers, not the brand. This dynamic makes it challenging to transfer value during a sale. As Craig explains, “if a lawyer moves, their clients often follow. This leaves the business with little goodwill value.”

Shifting the client’s connection from their lawyer to the firm can involve having multiple lawyers involved in client relationships or providing online legal services and software-based offerings to create innovative, consistent client experiences. Law firms need to think about how they service clients and what relationships look like at the firm level.

The value of your business model

A law firm’s value lies in more than just its client list. The underlying business model—how services are delivered and monetised—plays a pivotal role in determining sale price. Subscription-based models and retainers, for instance, are seen as more reliable revenue streams compared to hourly billing.

Craig finds that these models can significantly increase value, with subscription businesses typically attracting multiples five to eight times higher than firms relying on traditional billing. Transitioning clients to recurring revenue arrangements can make your practice more appealing to buyers.

Retainers, or subscription-based arrangements ensure predictable income enhances the perceived value of your firm. Buyers see recurring revenue as a sign of stability and reliability, often rewarding such firms with higher valuations. Lawyers can start small by transitioning a portion of their client base to retainer agreements, gradually building a foundation of consistent revenue.

Measuring Progress

Building a successful exit strategy is a long-term project. Craig suggests using tools like annual valuations to track progress. Regular reviews allow principals to adjust their strategies and address gaps before it’s too late.

For example, if your goal is to sell the firm for $10 million in five years, a yearly valuation can highlight whether you’re on track or need to implement additional changes.

Challenges of Law Firm Succession

Small firms: key person risk

For small firms, the reliance on individual lawyers creates significant key person risk. Transitioning client relationships to the firm rather than an individual by creating goodwill value is crucial.

Large firms: leadership succession

For large firms, the focus shifts to leadership succession. Younger professionals today are less likely to see equity partnership as an appealing career goal.

Craig emphasises the importance of creating new pathways: “You may need to consider group ownership models or alternative leadership structures to retain and motivate the next generation.”

As younger professionals increasingly prioritise work-life balance over traditional leadership paths, the pool of potential buyers within firms is shrinking. This shift calls for creative solutions, such as offering group ownership models or diversifying potential buyer bases.

Earnouts 

Earnouts—agreements where a portion of the sale price is contingent on future business performance—are often used to mitigate buyer risk. However, they can also be a source of contention. Sellers frequently feel shortchanged when future events beyond their control impact their payout.

Craig advises tackling key performance concerns before the sale. “If retention of clients is the buyer’s worry, address this ahead of time by transitioning client relationships to other team members well in advance.” This proactive approach not only reduces the reliance on earnouts but also strengthens the overall appeal of the firm.

Diversifying risk

Client concentration is a common issue for law firms. Relying heavily on a small number of clients creates vulnerability and reduces the firm’s value. Diversifying your client base reduces risk, ensures steadier cash flow, and enhances your firm’s attractiveness to potential buyers.

“Imagine if one big client leaves after the sale—it’s a major issue,” Craig notes. By intentionally broadening your client portfolio, you create stability and a stronger bargaining position.

Final Thoughts

Planning your exit may not seem urgent, but the earlier you start, the more options you’ll have. Whether your focus is financial, personal, or professional, thoughtful succession planning allows you to leave a lasting legacy and achieve your goals.

Curious to learn more? Listen to the full episode on Hearsay the Legal Podcast featuring Craig West, where he shares deeper insights into the art and science of exit planning. And don’t forget to explore the resources at Succession Plus to start your planning journey today.

Should You Implement Employee Share Option Plans?

Staffing is the greatest challenge that many owners and founders face – and likely the largest cost too. But that also means that the people that make up a business are its most valuable asset. Viewed in that way, it’s no surprise then that attracting and retaining the right people is a key aspect of what makes any business successful and that anything that gives a competitive edge is inherently valuable.

We’re talking, of course, about employee incentives. That competitive edge could be offering above market remuneration, greater than market flexibility, more leave, additional super contributions, or partnerships and discounts with local businesses. But none of these are solutions to a perennial problem in business – lack of employee investment or engagement with the mission of the business.

That lack of motivation can mean that owners and employees are pulling in separate directions, even with a bunch of employee incentives designed to get people to sign on. An employee share ownership plan – or ESOP – is designed to address this lack of engagement in the mission of the business by aligning employees with business owners.

Expert succession and exit adviser Dr Craig West from Succession Plus joins David Turner on Hearsay the Legal Podcast to provide his wisdom on aligning employees with business owners and demystify employee share ownership plans.

The insights below are derived from Craig’s CPD episode: Democratising… Ownership? Implementing Employee Share Option Plans. Sign up for a trial to listen now for free on Hearsay the Legal Podcast.

What is an ESOP?

Many businesses grapple with attracting, retaining, and truly engaging their employees. Whilst perks like competitive salaries, gym memberships or additional leave are attractive, they engage employees only on a superficial level, and fail to nurture a deep-seated interest in the mission of the company.

An ESOP plays a paramount role here as it transforms team members into stakeholders by allowing employees to own shares in the business they work for. This ensures that their interests run parallel with those of the business owner, and subsequently boosts productivity by instilling a profound sense of responsibility. When employees have a vested interest in the company’s success, they will be more motivated in attaining long-term goals. Through the new lens of ownership, employees can perceive the direct impact of their day-to-day decisions and behaviors are tied directly to the company’s growth.

The structure of an ESOP can vary significantly, with some employees opting to purchase shares outright and others earning them through tenure or performance. In some cases, shares might be gifted under specific tax concessions. Nonetheless, the end goal remains the same across ESOPs: aligning the growth of the company with the personal and financial aspirations of its employees.

Why Consider an ESOP?

Employee Engagement and Retention

An engaged workforce is a productive workforce. When employees feel invested in the mission of the business – both emotionally and financially – they’re more likely to stay. ESOPs create a tangible connection between employees’ efforts and the company’s growth. If profits increase, employees benefit not only from their salaries but also through dividends or increased share value, creating a cycle of productivity-driven growth.

Aside from maintaining employee engagement, ESOPs can also act as financial incentives to encourage longevity and assist with employee retention. Shares that vest over extended periods of time compel employees to remain with the company for longer, whilst reverse vesting discourages employees from leaving early to prevent their shares from reverting to the company at a lower value.

Attract Top Talent

In industries where competition is fierce, the gleaming promise of equity stands out.

According to the 2022 Tech & the Law report published by Thomson Reuters, the third largest focus in 2023 for private practice firms will be attracting, retaining or upskilling talent, with just under half of all firms expressing their priorities in that way.

A job advertisement promising not just a salary but a stake in the company’s future is attractive. ESOPs demonstrate that the company values its employees’ contributions and is willing to share its success.

Customer loyalty

Beyond the internal benefits, ESOPs can influence how businesses are perceived externally.  Customers tend to support employee-owned businesses as they value the commitment and care often associated with companies that propound employee ownership. Some customers are even willing to pay a premium for products or services from employee-owned businesses as they know they will receive better customer service, quality and care.

Business Performance and Culture

Ownership fosters accountability. Employees who own shares are more likely to think and act like business owners and take into consideration factors like profitability, customer satisfaction, and efficiency in their decisions. This mindset shift can lead to improved performance across the board. To reinforce this, Craig raises an example where an ESOP led to improved workplace safety within a mining services company. By tying share allocation to safety metrics, employees took proactive steps to minimise incidents and the hours lost due to safety issues.

Tax Concessions

If constructed properly, ESOPs can bring companies tax advantages such as the startup tax concession or deferred tax plan. These concessions reduce financial burdens for employees and make ESOPs an attractive tool for startups and small-to-medium enterprises to align employee interests with company growth.

The Australian Tax Office promotes two key tax concession schemes:

  • The ESS Startup Rules: Introduced in 2015, this allows eligible businesses (with turnover under $50 million and operating for less than 10 years) to offer shares to employees without any upfront tax. Employees are only taxed on capital gains when they sell their shares, which is typically more favorable than income tax.
  • The Deferred Tax Plans: Division 83A of the Income Tax Assessment Act 1997 enables employees to defer taxation for up to 15 years or until certain conditions are met, such as leaving the company or selling their shares.

Implementing an ESOP: The Process

Creating an ESOP tailored to your business involves several key steps:

1. Assess, Review, Evaluate

  • Get a valuation of your business. You will need an estimate of how much your business is worth in order to determine the market value of your shares.
  • Understand what your business structure looks like. Who owns the shares? Is it in a trust? Is it in a company? Does the structure actually suit the employee share plan rules?
  • Assess what you hope to achieve with an ESOP. Whether it’s improving retention, driving performance, or creating a succession plan, your objectives will shape the structure and rules of the ESOP.

2. Design the Structure

ESOPs come in various forms:

  • Gifted Shares, where employees receive shares as part of their compensation package. Under certain tax concessions, this can be done tax-free up to specific limits.
  • Profit Sharing, where employees earn shares through a portion of company profits. This method aligns financial incentives with company performance.
  • Salary Sacrifice, where employees allocate a portion of their salary to purchase shares at a favorable rate.
  • Direct Purchase, where employees buy shares outright, often at a discounted or fair market value.

Succession Plus has a wealth of great resources available, including a guide covering all things ESS related to help you decide whether it may apply or be relevant to you. You can also download Craig’s book on employee ownership for free here, or reach out to the Hearsay team for a physical copy to be emailed to you.

3. Put it in writing

The ESOP plan rules define the foundational framework of the program. These rules should cover:

  • The requirements around eligibility of ESOP participants. This may include tenure, role, or employee performance,
  • The allocation of shares,
  • The vesting period of shares, or when employees will gain full ownership of their shares,
  • Exit clauses to provide clarity on what happens if employees leave, retire, or are terminated,
  • Bad leaver clauses to disqualify employees leaving for a competitor from share ownership,
  • If applicable, restrictions on how employees can sell or transfer shares.

When creating an ESOP, it is critical that a qualified lawyer is consulted throughout the process. Legal expertise ensures that the plan is legally compliant and structured in a way that meets both company and employee needs.

4. Educate & Engage your Employees

Your employees need to understand their rights and obligations under your ESOP plan. A simplified, plain-English version of the legal documents to explain the plan is necessary to ensure that they are aware of what ownership entails, how their shares are valued, the benefits they’ll receive and the processes for exiting or selling shares.

To ensure their vested interest in the company stays top of mind, you must consistently inform your employees on the value of their shares, company performance, and any dividends they are earning. Craig suggests a mobile app with push notifications that notify employees on dividend payouts and company valuations. With an accessible app that allows users to stay on top of their shareholdings, employees are able to see visual reminders of how they can benefit from the ESOP and remain motivated to contribute to the company’s success.

5. Managing your ESOP

Managing an ESOP involves regular valuation and compliance with legal and tax obligations.

Annual valuations of the company are critical for tracking performance and determining share values, but they also provide insights into how the business can increase its value. Craig highlights how addressing high-risk areas or reducing dependency on key individuals within the company can enhance overall performance and, in turn, boost the value of employee shares.

Compliance is a foundational aspect of ESOP management. Employers must prepare and file ESS tax statements annually. These statements, similar to old group certificates, outline employee earnings from the share plan and need to be distributed to employees by mid-July to assist with their tax returns. Key information such as share acquisition dates, market value, and discounts on interests must also be reported. For the ATO, electronic submission of annual employee incentive scheme reports is required by August 14 each year, detailing plan identifiers, acquisition dates, and amounts withheld from discounts.

Final Thoughts

Democratising ownership through ESOPs is more than a financial strategy; it’s a cultural shift. By empowering employees with a stake in the company’s success, businesses can unlock unparalleled levels of engagement, performance, and loyalty. Whether your goal is succession planning, improving retention, or driving specific metrics, an ESOP might be the key to aligning everyone under one shared vision – the growth and success of your business.

Curious to learn more? Dive deeper into ESOPs by tuning into the CPD episode on Hearsay the Legal Podcast, where Craig unpacks the practicalities of implementing ESOPs and their transformative impact on businesses.

Building Modern Law Firms: Lessons from Leadership

At the 2018 annual Bar Association Conference, the then-Chief Justice of the New South Wales Supreme Court, Tom Bathurst characterised the existing court system as “an antiquity, ever-evolving but not really radically different from its existence in the 19th century.” Riddled with “old school inefficiencies,” traditional law firms draw similar observations as they remain stagnant against the changing market dynamics. The need to redress the structural inertia within these firms has never been greater as clients find themselves in a buyer’s market and the trend of the “democratisation and commoditisation” of legal services proliferates.

Against this backdrop, the rise of NewLaw firms offers a glimpse into the future of legal practice.

Founder and director of NewLawfirm Law Squared Demetrio Zema joined David Turner on Hearsay the Legal Podcast to discuss the evolution of legal services, how modern law firms can adapt to 21st-century demands with innovative practices and the broader implications for lawyers and clients alike.

Check out CPD episode 65: The Future of the Profession: Building Law Firms for the 21st Century on Hearsay the Legal Podcast now.

Law as a service

NewLaw firms like Law Squared operate on a “law as a service” model. This means that clients are offered fixed-fee and subscription-based pricing as opposed to the traditional time-based billing. “Clients deserve to know what their exposure is going to be,” Demetrio states. This approach not only improves client satisfaction but also shifts the perception of lawyers from being mere service providers to strategic partners.

Ensuring cost transparency and shifting the focus from hours worked to the solutions delivered allows more holistic engagement with the client and lays the groundwork for authentic and long-lasting relationships. Law Squared’s approach to client relationships also departs from traditional norms. Instead of relying on individual partners to maintain client ties, the firm adopts a team-based strategy, ensuring that knowledge and relationships are shared across the organisation. This reduces the risk of losing clients when key personnel leave and ensures the firm’s ability to deliver services at a consistent level.

The death of billable hours

One of the most controversial elements of NewLaw is the rejection of billable hours. The conventional law firm model has long relied on billable hours, which often leads to inefficiencies and lawyer burnout. As Demetrio explained, “time-based billing model rewards inefficiencies” as performance and profitability are often tied to billable hours. This breeds incentives for inefficiency, whereby lawyers are rewarded for the time spent rather than the outcomes achieved which results in disenfranchised clients as they face additional unnecessary charges.

Moreover, 60% of lawyers leave private practice within the first ten years, highlighting the need for a more sustainable approach to legal practice to remedy concerns of wellbeing and burnout. Law Squared addresses this issue through the elimination of time-based performance metrics. By encouraging lawyers to focus on delivering value rather than meeting arbitrary billing targets, overall job satisfaction and retention rates are enhanced.

Breaking down hierarchical partner structures

The partnership model, with its Renaissance roots, is a staple of traditional law firms. Yet its  hierarchical “up-or-out” system results in a penchant to reward competition over collaboration as individual partner performance and revenue generation are prioritised. This stifles teamwork and creates fissures in team dynamics as partners are often rewarded for their own financial contributions rather than the collective success of the firm. Associates are also pressured to either ascend to partnership or leave the firm, creating a high-stakes environment that contributes to burnout and attrition.

In contrast, modern firms like Law Squared challenge the traditional partnership model by operating as incorporated legal practices with a flat, business-oriented structure. This approach eliminates partner-led silos and enables dynamic, flexible leadership structures that align more effectively with modern business practices. The focus on team-based budgeting and on firm-wide clients rather than individual ownership also nurtures a healthy culture of shared responsibility. The result is not only better outcomes for clients but also a more sustainable and rewarding environment for lawyers.

Technology as a Catalyst for Change

Technology serves as a cornerstone of Law Squared’s success. Whether it be with specialised legal tech solutions such as document automation and workflow management tools or general-purpose software like Microsoft 365, technology has revolutionised the delivery of legal services. In the CPD episode, Demetrio underscores the value of accessible, everyday tools, stating; “there are great legal technology tools, but there are non-legal tech tools that exist in a very cost-effective framework.”

The COVID-19 pandemic further accelerated this transformation, exposing the limitations of traditional law firms while highlighting the resilience of modern practices like Law Squared. With its pre-existing reliance on cloud-based tools and flexible work arrangements, the firm thrived in a fully digital environment where many others struggled to adapt. Remote work and virtual meetings are now integral to modern legal practice, offering flexibility for both clients and lawyers.

Beyond technology, Law Squared integrates project management methodologies inspired by industries like software engineering, demonstrating the potential for cross-industry learning. These innovations not only streamline operations but also focus on enhancing service delivery, enabling efficient matter management, transparent communication, and a more agile response to client needs. This adaptability has made remote work and virtual meetings an integral part of modern legal practice, providing flexibility for both clients and lawyers alike.

Lessons for Aspiring NewLaw Practitioners

For those considering a leap into NewLaw—whether by starting their own practice or joining an existing one—Demetrio offers this advice:

  1. Develop skills to break down legal work into manageable stages, similar to Agile or KanBan frameworks. Map out project timelines, set clear deliverables, and communicate expectations to clients at every stage. Consider using project management tools like Jira or Trello to track progress efficiently.
  2. Start with accessible tools like Microsoft 365. Avoid overinvesting in specialised tools before ensuring they align with your practice’s needs. Use document automation platforms to eliminate repetitive tasks and explore CRMs for managing client relationships effectively.
  3. Transition from billable hours to fixed or value-based pricing. Break complex matters into stages with granular fixed fees to provide transparency. Regularly update clients on costs and progress to build trust.
  4. Create a work environment that values collaboration over competition. Encourage team-based goals, provide opportunities for professional growth, and promote work-life balance with flexible schedules and remote work options.
  5. If founding a firm, consider an incorporated legal practice model for its flexibility and scalability. This structure supports team-wide accountability and removes partner-driven silos, ensuring better alignment with modern legal service delivery.

By embracing these strategies, aspiring NewLaw practitioners can build thriving firms that meet the evolving needs of both clients and lawyers.

Wrapping Up

The legal profession stands at a crossroads, as traditional models increasingly clash with evolving client expectations and market realities. While Demetrio acknowledges that conventional structures like partnerships and billable hours will continue to have a place, the success of NewLaw firms demonstrates a growing appetite for alternatives among both clients and lawyers.

As former Chief Justice Tom Bathurst’s remarks and the Macquarie Pulse Check reveal, the profession is being reshaped by demands for efficiency, transparency, and innovation. Firms like Law Squared exemplify how adopting NewLaw principles—innovative pricing models, modern technology, and supportive workplace cultures—can redefine the practice of law. By embracing change, prioritising collaboration, and fostering innovation, firms can meet the demands of the 21st century while redefining what it means to practise law.

For law firms seeking to adapt, the message is clear: embrace transformation or risk obsolescence. The future belongs to those willing to innovate.

If you enjoyed reading this blog post, you’ll like CPD episode 65: The Future of the Profession: Building Law Firms for the 21st Century featuring Law Squared‘s Demetrio Zema.

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