Some mergers aren’t about getting bigger. They’re about getting someone else to do the thing you’ve been avoiding.
Curtis had been managing partner for three years, and he wanted out of the job.
Not out of the firm. He’d been there twenty-five years. Out of the job.
He told me it was thankless. He was spending a quarter of his time on work nobody pays for, and a good share of the rest of it felt like beating on people. He’d wanted the role for years before he got it. Thought that’s who he’d be. Then he had it, and he wanted to hand it back.
So he was talking to two firms about merging.
The business case was real
One office had a revenue problem. Three associates had left inside a year, two of them straight to clients. One was his go-to — came back from maternity leave, worked three weeks, quit.
Two senior partners were past normal retirement age with no plan and no interest in making one.
And they’d spent a year trying to fix it by recruiting. They talked to essentially every lawyer in their specialty in the right age range across their region. Nobody wanted to come.
That’s a clean argument for a merger. Revenue gap, succession gap, no organic path to closing either one. Any consultant would nod along.
Then April happened
Months into the process, on a call about something else entirely, he told me they’d built a culture of mediocrity.
His words, not mine.
People showing up. The firm practically begging them to hit their hours. And when they didn’t, nobody doing anything about it — because in their practice area you can’t replace anybody, so what exactly is the alternative?
He’d told me a version of this back in January, in our very first conversation. He said he’d rather have an underperformer on the payroll than have nobody at all. If somebody isn’t working out, it’s not like you can just say this isn’t working and move on. Then you’ve got no one.
So he’d stopped saying anything.
And then he said the part I keep coming back to.
Part of his motivation for merging, he told me, was to get inside a firm that doesn’t tolerate mediocrity. A place where if people can’t cut it, they can’t cut it, and somebody else tells them to leave.
Because he can’t.
The list
Before all this, back at the start, he’d sent me the due diligence questions he planned to ask both firms.
It was a good list. Better than most people bring to a conversation like that. He’d split it into fit questions and financial questions and worked through both carefully.
Billable hour minimums, and what happens if you miss them. AR aging policy and who chases collections. Health insurance cost allocation for partners, associates, and staff. Travel reimbursement and whether you need pre-authorization. Remote work policy. Parental leave. Whether IT was in-house or outsourced. How many offices each location would need, down to the paralegals and the legal assistants.
Thorough. Genuinely thorough.
And sitting in the middle of it, one line, between retainer policies and IT structure:
Level of autonomy to make hiring and firing decisions?
One bullet. Same weight as the laptop question.
What that tells you
He wasn’t hiding anything from me. He wasn’t in denial, either. The single most important thing about that deal — whether he’d finally be somewhere that would do the thing he couldn’t make himself do — was on his own list, in his own handwriting.
He’d just filed it where he wouldn’t have to look at it.
That’s what I see most often in this work, and it’s not a failure of intelligence. Curtis is a sharp lawyer who has spent twenty-five years assessing other people’s positions for a living. It’s that the questions with numbers attached are easy to write down, and the ones that decide everything aren’t.
A billable hour minimum has an answer. Whether this merger lets you stop being the person who has to enforce standards — that has no answer you can collect in a meeting. It has criteria. And criteria require you to decide what you actually want before you go asking.
Most people run the diligence and skip that part.
The question worth asking
If you’re weighing a move right now, you probably have a list too.
Look at it. Not for what’s missing — for what’s on it that you’ve written small.
The thing you put in the middle, in the same typeface as everything else, that you already know is the whole deal.