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Hogan Lovells model to maintain two profit centres but align partner pay

Author: Alex Novarese and Sofia Lind

19 Nov 2009 | 00:01

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Structure would keep two accounting years; Lovells to move towards Hogan pay model

The combined Hogan Lovells is set to maintain separate profit pools and accounting years as part of the proposed structure to unite Lovells and Hogan & Hartson.

As partners at Lovells and Hogan met this week to discuss the planned transatlantic tie-up in depth, more details have emerged of the structure of the deal, which would see the two firms integrate governance and remuneration but maintain separate profit pools.

Partners at both firms received detailed information on the union earlier this month in time for Lovells' annual partnership conference, which starts tomorrow (20 November) in Lisbon.

The proposed structure - inspired in part by big four accounting firms - would see the firms maintain separate partnerships in the US and UK/international. Lovells' US partners would transfer to Hogan's partnership, while Lovells would take on Hogan's Euro practice.

The proposed structure will also likely create an umbrella organisation to allow for firmwide governance, branding and cost-sharing. A Swiss verein or co-operative have been cited as possible models for the umbrella entity.

The deal will also likely create an umbrella organisation to allow for firmwide governance, branding and cost-sharing.

Hogan would retain its December year-end and cash-accounting model, leaving the Lovells partnership with an April year-end and accrual accounting, which is standard in the UK.

Though the model will require the firms to maintain two partnership entities and would block direct profit-sharing, the firms are set to align remuneration policies, with Lovells moving closer towards Hogan's contribution-based model for partner pay.

This means 85% of profits for equity partners would be allocated on a points-based system, covering sustainable financial and non-financial contribution to the firm over a medium-term basis. The points allocations will be reviewed every two years.

There would be a 15% bonus pool designed to explicitly recognise short-term contribution over a 12-month period. The bonus pool, which will be awarded on the same criteria as the equity points, will be reviewed annually.

The bonus pool is expected to be distributed relatively widely, rather than providing large payouts for a small group of rainmakers.

The range of the combined firms' equity points is still undecided, though it is likely it will be wider than the 2:1 range used in Lovells' current partnership, a modified 10-year lockstep ranging from 30 to 60 points.

The firms both argue that current criteria for rewarding partners are already substantially aligned as Hogan does not operate an 'eat what you kill' model directly related to billing, while Lovells has heavily modified its lockstep to reward contribution over seniority. There are also expected to be some minor adjustments to Hogan's current pay model.

Changes for Lovells partners would be phased in over a four-year period from May 2010, with the lockstep system in place for an interim two-year period as new equity points are decided. The one-year bonus pool could be allocated from the end of 2010-11.

The combined firm would see Lovells managing partner David Harris and Hogan chairman Warren Gorrell take on the roles of co-chief executives until 2014 under the brand Hogan Lovells. Lovells senior partner John Young is set to become co-chairman alongside one partner from Hogan.

The firm would also maintain two operational centres in London and Washington DC.

The proposed union, which promises to create a top 10 global practice, is set to go to a vote of both partnerships by mid December. If approved it is due to go live on 1 May 2010.

For more analysis, see Editor's comment: Something borrowed

Lovells on the Legal Week Wiki

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COMMENTS (TOTAL 7 COMMENTS)

Hogan Lovells model to maintain two profit centres

What is the difference between the DLA US:UK model and the two profit centres Hogan Lovell model? Sounds like separate firms with common branding (a la McDs franchise) not a merger (which would entail a single profit centre). Am I wrong?

D Brown -19 Nov 2009 | 09:37

So the truth comes out... not a true merger at all. As the previous poster comments, another 'DLA Piper' faux merger that in practice means very little.

I applauded the concept of Hogan Lovells when it was announced, and I think it would have been a success. It's a shame they didn't have the balls to go through with it.

Anonymous -19 Nov 2009 | 11:08

The model, from what I can tell, is more integrated than that used by DLA Piper. There would be genuine firmwide governance and partner remuneration would be aligned on a firmwide basis. Personally, I’d say the line of argument that anything other than a single profit centre equates to being McDonald’s is getting stale. No-one says that about KPMG or Deloitte and many of the best-known corporate brands in the world are actually collections of multiple legal entities and profit centres. Would Hogan Lovells be a genuine merger? I would say it was and the managing partners at rival firms I’ve discussed the deal with this week take the same view. The plain reality is that a certain kind of international consolidation in legal services may never happen if the industry gets hung up on only operating a single profit pool.

Alex Novarese -19 Nov 2009 | 12:35

Alex, you may be right but that is not the point - the Hogan Lovells merger was being touted as a full merger which it obviously isn't so it should be a much easier sell to the Lovells partners.

Hack -19 Nov 2009 | 16:45

Who said it’s not the point? The only reason it should be an issue for a single law firm to have two profit pools is if: a) that structure seriously hampers strategic decision-making b) the structure interferes with the consistency and quality of service on a firm-wide basis. Clifford Chance used a single profit centre for Rogers & Wells and that turned out to fail both those above tests, at least in the five years following the deal. But, hey, it was a “full merger”, so that’s all right.

Alex -20 Nov 2009 | 08:51

KPMG etc

Alex, the point I think you are missing is that the accountants are actually trying to get away from exactly the model Lovells and Hogan are adopting - just look at what KPMG and E&Y have done recently. Structures like these are not real mergers - they are brand-sharing arrangements.

Playytootsieforme -23 Nov 2009 | 15:03

I think you're off the pace about how big four accountants structure themselves. My understanding is that Hogan Lovells would be considerably more integrated on day one than any big four practice.

Alex -02 Dec 2009 | 16:04

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