For purposes of the outline below and the talk that follows, assume that your firm has entered into merger discussions with "A," a firm smaller than your own.

A. Cherry Picking vs. The Whole Enchilada

Do we really want to merge or merely shop for some goodies?

  1.  Why is your firm considering acquiring A?

a) strengthen existing practice areas
b) acquire new practice areas 
c) economies of scale 
d) geographic expansion 
e) relief from free-floating anxiety/standing still is going backwards 
f) "what the heck, the opportunity fell into our lap."

2. Needs analysis vs. wishful thinking

B. Identifying the Per-Attorney Break Even Point The application of cost/benefit analysis

1. What does it cost to be an attorney at your firm?

a) pre-merger

i) today 
ii) in five years

b) post merger

i) today
ii) in five years

2. Should the break-even point be dispositive or merely a standing point?

a) glue people

i) are they really or do people just like them?
ii) do you have enough glue people already?

b) enablers

i) will the business come without them? 
ii) will they play a valuable role in the merged entity?

c) heavy hitters with bad attitudes

i) how bad is bad?
ii) how is he/she perceived in the community at large?
iii) will the merger make economic sense without him/her?
iv) gross vs. net- are they really all that profitable?

d) the almost-ready-for-a-breakthrough people

i) who says so?
ii) do you have too many of your own now? 
iii) are they in a key practice area?

e) historically strong performers with some recent down years

i) glitch
ii) trend

f) below break-even but big names in the community 
g) firm founders
h) associates

i) close ties
ii) hole fillers 
iii) credential issues 
iv) diversity

C. Who Gets Equity/Who Gets "De-Equitized"

1. Is it strictly an economic analysis?
2. Do you look back at your own?

D. Creative Employment Arrangements

1. Non-equity partners

a) rewarding the associate Firm A couldn't or wouldn't
b) the de-equitized Firm A partner

i) who isn't at a level comparable to your current partners
ii) who doesn't want to remain equity

2. Contract Partners

a) unusual situations
b) nearing retirement

E. Administrative Staff

F. Using Neutral Third Parties to Evaluate Merger Possibilities

1. Accountants

a) analyzing pre- and post-merger financials
b) removing emotion from economic decisions

2. Headhunters

a) to locate merger candidates
b) evaluate talent 
c) "referee" merger discussions 
d) outplace displaced individuals 
e) using them to help make decisions

i) individual cuts
ii) walking away from the deal

f) compensating them

G. Post-Merger Publicity