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Anatomy of a Law Firm Merger: How to Make or Break the Deal, Third Edition

Reviewed by Scott Sobel

Hale and Dorr and Wilmer Cutler. Piper Rudnick and Gray Cary. With each new major combination, the subject of mergers gets decisively more significant. The world has turned since the first edition of this fine book and, as such, the third edition is a must-read.

Anatomy of a Merger dissects every possible law firm merger asset and liability. The book may not fasten on the minutiae of implementation, but it does at least remind us of all the points that must be covered before, during, and after negotiations. It is a roll-up-your-sleeves-and-let’s-go-to-work guide.

The Hildebrandt authors ask all the right questions and answer a lion’s share. Are the firms considering the merger for sound business reasons? Does the merger enhance the financial and market positions of the firms? Do the firms have compatible cultures? Are there client conflicts? Are the firms dealing from strength or looking for a quick fix to unfixable problems?

Anatomy of a Merger is particularly successful in its focus on the clients’ perspective. Success depends on that perspective, of course, and the book offers a cautionary lesson on how and why to negotiate with the end-users in mind. At the same time, the essential elements from the firms' perspective - compensation, management structure, even the name of the merged firm are comprehensively reviewed.

This book acknowledges the emotional variables that can roil a merger and provides practical solutions for minimizing those variables. Who more than lawyers are prone to fervid debate in the face of radical change? Managing that debate is as much art as science and Hildebrandt’s book is the beginning of wisdom on both scores.

 


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