Attorneys need to be at peace with the pieces when combining resources

Listen to this article

From first-timers to veteran partners, attorneys agree that a good cultural fit is the biggest contributor to the success of firm mergers.

“Having run the full gamut from solo practitioner to mid-sized firm back to solo and then to a larger firm, it’s taught me there’s no nirvana,” said Don Murn, a partner at Axley Brynelson in Madison. “You have to find a culture that fits the way you practice law.”

It’s a message Jordan Corning heard many times from attorneys at the Dane County Bar Association. It’s also something that he came to appreciate last year when regional powerhouse Whyte Hirschboeck Dudek merged with nationally established Husch Blackwell.

“The one thing I think is always important, whether it’s a merger of two small offices or it’s something like us, which was one of the larger mergers in the county last year — you have to have cultural compatibility,” said Corning, Dane County Bar president and a commercial litigator at the former WHD.

Lawyers at Whyte Hirschboeck Dudek were happy to find many kindred spirits at the Kansas City, Mo.-based Husch Blackwell.

“It might not seem like a big deal, but for us it was important to have the Midwestern sensibility, that Midwestern niceness, if you will,” Corning said. “And our average rates were within a dollar of one another. When you’re (calling and) telling clients, ‘We’re growing to a firm of 700 lawyers with 19 offices and, by the way, your rates aren’t going up,’ that made that phone call much easier.”

On a smaller scale, Bob Gingras, a former solo practitioner, said he’s found successful partnerships by looking both at his pool of friends and professional acquaintances.

“I’ve been very fortunate to have the mergers that I’ve had and not had any failures,” Gingras said. “And the key to that was I knew the people very well going in.”

Since he started practicing in 1990, Gingras has used partnerships and mergers to bring about three expansions. The latest came in November, when the firm of Gingras, Cates & Luebke joined the Laufenberg Law Group, which is led by the Milwaukee area-based attorney Lynn Laufenberg.

Though fairly new, the merger was built on a decades-old foundation. Gingras first met Laufenberg when he was working as a clerk in Milwaukee during law school. The two stayed in touch.

So when Gingras was approached by Laufenberg about combining offices, he knew Laufenberg by more than his reputation.

“I was very flattered that of all the firms in Wisconsin that he could approach, he chose to approach us,” Gingras said. “So we started talking.”

But mutual respect will only get you so far, Gingras said. To really make a merger worthwhile, the advantages have to go beyond personal affinities.

Gingras said one of the biggest benefits to mergers has been the ability they give him to share some of his administrative duties with others. That’s what he found both when he formed partnerships with John Cates in 1996 and with Mike Luebke in 1998. Advantages of that sort were also a consideration in the Laufenberg merger, which Gingras said actually took certain administrative burdens off Laufenberg’s shoulders.

“I enjoyed practicing as the sole owner,” Gingras said. “But over a period of time it became very — not difficult, but I thought I needed help. My practice was growing and I was very, very busy, swamped. … I think Lynn (Laufenberg) was at a similar point in his practice where — and it kind of relates back to my early time in this firm, carrying the load alone, doing all the major cases, everything is on you. It got to the point where he didn’t want that administrative burden anymore, being the only person to run the firm and, really, finance the firm or support the firm through his cases. I think he wanted the same kind of support that I sought out when John (Cates) came over back in ’96.”

A similar desire to share administrative responsibilities is what ultimately led Madison-area attorney Don Murn to initially join what became the Bode Carrol Schroeder and Murn law firm and then, after a period of solo practice, to form Murn and Martin.

That latter firm merged with Axley Brynelson in 2012.

“I’ve had wonderful experiences through all the transitions,” Murn said. “I’ve never been afraid to change, and I think there are opportunities for people who are not afraid to change, either by becoming smaller or going larger.”

In his early years, Murn said, “I had so much work as a solo practitioner; I couldn’t keep up anymore. I was working 6-1/2 days a week. I worked nights. I worked weekends. I had a family. It was just too much.”

When another attorney’s partner died, Murn began to consider the possibility of leading his life in a different way, one that allowed for a little more leisure time.

Years later, when his partner at Murn and Martin became ill, Murn once again had the opportunity to think twice about the long days he was spending at the office.

“I was doing a lot of the rainmaking, bringing in the business, doing a lot of litigation,” Murn said. “It hit me pretty hard with her illness that she was quality control.”

Even after his partner returned, Murn said, the firm decided to lift some of the administrative load by downsizing. The changes provided little relief, though. By 2012, Murn and his colleagues were back at a crossroads.

“We were so busy, and I was spinning off so much business to other law firms but still managing litigation. It was so much work for us, and we didn’t want to hire on our own because of the HR issues,” Murn said.

The possibility of a merger had been on his mind for a while. But with firms asking Murn to double his rates, he said, “we couldn’t find a good fit.”

The break came when Murn began working with a lawyer from Axley Brynelson on a case.

“I said, ‘Hey, would you guys consider a Waukesha office?’ And they were open to it.”

The fit proved a good one; people at the firms turned out to have similar attitudes toward work, comparable rates and a complementary caseload. Even so, the deal did not go unquestioned.

“They asked me, ‘Can you knuckle under and do it our way? You’ve been a cowboy your whole life. Can you do it?’” Murn said. “And I had to make up my mind to do it the Axley way or not come on board; it wouldn’t be fair to come on board and buck the system. So it’s important to come in with an open mind. And it takes a good year for things to settle down. Just trying to find where the pencils are can be debilitating.”

Corning agreed. Mergers inherently come with growing pains, he said. These can result from the need for everything from learning new software to developing relationships with go-to personnel.

“For a while it was like, ‘I have all this extra, non-billable stuff and my caseload is going crazy.’” Corning said. “At first it was a little frustrating; it was a lot of extra work. But here we are six months later, and I think we’re getting our legs under us. So, the juice has definitely been worth the squeeze. But, at first, the day-to-day stuff was a challenge, when you have to learn that all over again while maintaining a caseload — that was the toughest part.”

There are also practical considerations, Gingras said.

“We’re still kind of new to it, but one thing that I underestimated was all of the small things that have to be put in place to make the merger work, like combining all of the office systems and the different services everyone uses. It’s a real chore to make that all mesh properly. We kind of thought, ‘Oh, that will be easy.’ And then there were all these issues. It was certainly more work than we had anticipated.”

Practical considerations also proved important for Harvey L. Wendel when his eight-attorney firm, Wendel Center, merged with Murphy Desmond in Madison in 1999.

Lawyers at Wendel Center were left to secure their own tail coverage, since Murphy Desmond’s policy would not cover anything from before the merger.

“And we had to pay a very large premium,” Wendel said.

But the price of admission proved fair in the end.

“We were smaller,” Wendel said. “We were eight coming into 35, and everyone had their own individual contracts. If you wanted to be a contract lawyer, you were a contract lawyer. I wanted to be of counsel, so I was of counsel. Basically, it was left open to us. And we could concentrate 100 percent on the practice of law without having to worry about firm administration.”

When someone is trying to decide whether a merger is worth pursuing, security should count for a lot, said Gingras. He said he saw the value of security firsthand when his first wife died in 2002.

“To have John and Mike there to back me up when that happened was critical for the firm, in my view, which I think is a good lesson for firm mergers,” Gingras said. “You need the resources to continue the firm if a main founder is taken out of commission for a while.”

Also important is knowing who your partners are. That’s why is finding a good fit is essential.

“Be really sure about who you’re merging with because things can become complicated quickly,” Gingras said. “Things can happen that you don’t see, and you have to be able to weather those hiccups or storms because there will be some negatives. It’s just like a marriage — you need to be strong at the core and the foundation to make it work. And, if not, the foundation will crack easily.”