As private equity firms increasingly look to professional services for growth opportunities, management services organization ("MSO") structures have emerged as a critical tool for navigating the regulatory and ethical constraints that prohibit non-lawyer ownership of law firms. This program will discuss the key legal, structural, and practical considerations involved in using MSO models to facilitate private equity roll-up acquisitions of law firms and other professional organizations, including how MSOs are designed to separate the business operations of a professional practice from its licensed professional functions, the regulatory landscape governing fee-splitting and non-lawyer ownership across jurisdictions, common deal structures and economic arrangements between MSOs and the underlying professional entities, and the unique due diligence and valuation challenges that arise in these transactions.

This program will benefit law firm partners who are considering or actively exploring a sale of their practice to a private equity-backed platform, as well as corporate and transactional attorneys advising on sell-side transactions involving law firms or other professional services organizations such as medical practices, accounting firms, and dental groups. Attorneys seeking a deeper understanding of how MSO structures can be used to unlock liquidity for professional firm owners while maintaining compliance with applicable rules of professional conduct will find this course particularly valuable.

Learning Objectives:

1. Identify the key regulatory and ethical rules governing non-lawyer ownership and fee-splitting that shape the use of MSO structures in acquisitions of law firms and other professional organizations
2. Evaluate common deal structures and economic arrangements between MSOs and professional entities to determine the most appropriate framework for a given transaction
3. Prepare for the unique due diligence and valuation challenges that arise when a private equity buyer seeks to acquire a professional services firm through an MSO model
4. Discuss the jurisdictional variations in rules of professional conduct that impact how MSO structures can be implemented across multi-state platforms
5. Predict potential regulatory and enforcement trends that may affect the long-term viability and structuring of MSO-based roll-up acquisitions in the professional services sector

Speaker:
Arina Shulga, Partner, Fox Rothschild

Please note that there is a cost to attend and that CLE credits are available.