Law firm transparency: It's the new black. And we welcome all its new adherents; they couldn't have arrived at a better time, only, perhaps, sooner. It's been a bit lonely here for the last 28 years, as we have worked at bringing some measure of sunshine—and its disinfectant effects—to an important marketplace that once was best described as opaque. But we must not kid ourselves. What we have before us is translucency, and it may be, despite all the efforts and protestations, the best for which we can hope.
This month we finish our annual report on the finances of The Am Law 200, the granddaddy of law firm financial reporting. As you may have heard, in February K&L Gates released its financial results to a hail of headlines lauding its efforts at, to use the cliché, opening its kimono. We applaud the increased disclosure, even as we note that it is not yet complete. More recently in a column on The Am Law Daily, blogger Steven Harper took us to task for publishing the average profits per partner of firms but not their spread. In a moment we will begin to remedy that flaw. Steps forward, surely, but transparency achieved? No.
There is a gold standard for financial reporting. It's the federal securities laws. Not only do they have the benefit of being sworn to and audited, they also require public companies to declare all sorts of important information that you won't find forthcoming from private companies or firms. A couple examples: the compensation paid to the top five earners and a listing of all material litigation pending against the company. That type of information just doesn't appear in any law firm press release.
For its contribution to the translucency effort, K&L Gates deserves praise. The firm's three-page release was laden with details that will reassure potential laterals, anxious clients, and law firm staff. The firm reported no bank debt, a healthy cash balance, $360 million in banked partner capital, a backhanded admission that year-over-year-hours for all but its intellectual property group were flat, and a disclosure of regional results that demonstrated—even as it made a huge effort to go global—how roughly 85 percent of its revenues still came from the firm's U.S. offices. This was voluntary and presumably will become an annual event, though there's no requirement. The firm doesn't define its terms—"fully participating equity partners" vs. "equity partners"—or list the number of income partners. It's silent on staff costs, past due bills, inventory, and the comp paid to the highest-paid partner. And, for that matter, the name of the firm auditor, whose signature is not on the release.
In the United Kingdom, those missing five items, plus some other details, would have to be filed under the terms of the national LLP laws. Passed in 1990 at the behest of the then–Big Six accounting firms, the British regulatory structure requires some aggressive public disclosure from private companies that want the protections of the limited liability. Admittedly this is only a once-a-year snapshot, and local experts insist that there is room for interpretation among supervising accountants. But it's clear, and more important, it's mandatory. It is not, alas, foolproof as a financial prophylactic. Halliwells, the troubled Midlands law firm, crashed in 2011 despite meeting the reporting requirements. In that matter, according to the Guardian, the collapse of the once-seemingly solvent institution grew out of a question from a firm secretary to her junior partner boyfriend about a windfall that the senior partners had allegedly kept for themselves. Strife followed.
It's highly unlikely that any state regulatory body will impose similar requirements on U.S. firms in return for LLP status. Which leaves the legal market dependent on the kindness of strangers. We can keep asking for more information, or you can give us subpoena power.
Some firms are willing to cooperate. Thank you. As it happens, this year we asked the question that Harper referenced, and 111 of The Am Law 200 responded. For the Am Law 100 firms, the average spread on partner comp was 10.5:1; the median was 9.3:1. For the Second Hundred, those numbers were 10.3:1 and 10:1, respectively. (The firm-by-firm list can be found here.)
Next year we will undoubtedly ask for more data. If nothing else, we're realists. I can guess how these requests will be received. Want more translucency in the market? That's your business, in the dark or in the light.
Press, ALM's editor in chief, can be reached at firstname.lastname@example.org.