The Partners Who Will Kill Your PE MSO Deal and What to Do About Them

Every firm has one or more of them. Partners with personalities, preferences, and peculiar professional habits. One prints emails and distrusts dashboards. Another treats every decision like a doctoral thesis defense. A third hears “seven figure check” and immediately requests a twelve-month delay. Individually, they are tolerable. Collectively, they can quietly suffocate a deal that should have closed and would have rewarded those who built the firm in ways they will never realize.

Investors notice them immediately and remember them permanently. Private equity conversations demand disciplined internal alignment before anything else. Without alignment, valuation erodes before diligence even begins. Investors are not just evaluating revenue and reputation. They are assessing governance, cohesion, and credible leadership signals. They watch who speaks, who stalls, and who steers. A handful of misaligned partners can distort all three. Once that signal is sent, it is very difficult to reverse.

The first step in solving a problem is identifying it. Only then can you address it. Here are the types of partners that can ruin a deal and suggestions on how to deal with each before they do so.

The Traditionalist

This partner built a practice through persistence, relationships, and a proud avoidance of anything resembling modern software. He equates control with comfort and views outside capital as an unnecessary complication. He worries about compensation compression and cultural dilution. He is convinced that letting anyone who is actually qualified in “management” means meddling. He is not irrational. He is experienced in a different era. You know, the one with dictaphones and those new fax machines.

But his default position is “No” unless shown, carefully and concretely, how yes protects what he built. For example, he may not have even noticed that the firm is “graying out” of existence. Or that in the last ten years, the firm has grown from ten to a whopping eleven attorneys. Or maybe nine. Telling him these things will have little effect. He must be asked. “How many attorneys have we grown or shrunk by in the last five years?” “How old is our youngest attorney?” “They can offer us each a two million dollar payout upon retirement. How can you get us that?”

Once faced with his inability to address the real problems or simple stagnation the firm is facing, he is more likely to be open-minded to new ideas. Only then, do you internally review and present the concrete and written assurances that the PE will not have any decision-making power on the law firm side. That is when you show them the deal structure in detail, the administrative benefits, the expectations and the payouts.

The Academic Analyst

This partner does not oppose the deal. She studies it into extinction. Every scenario requires another model. Every model requires another assumption. Every assumption requires another meeting. She is the patron saint of Analysis Paralysis, armed with spreadsheets and skepticism. The worst part is that she will not say no. She will simply ensure that yes never arrives. Investors interpret this as indecision disguised as intelligence.

With these partners impose disciplined boundaries,  requirements and most importantly deadlines. Set timelines for reviewing each aspect of the deal, require written objections as well as written Analyses ^& Recommendations. This forces movement from critique to contribution. Endless analysis is often a substitute for avoiding accountability. When required to propose solutions, many concerns become more reasonable. Some disappear entirely.

The Skeptical Storyteller

He has a friend who “did one of these deals” and it “did not end well.” That friend is as likely to be a Doom & Gloom piece penned on LinkedIn as it is to be an actual friend. Details are scarce. Confidence is abundant. He converts anecdotes into doctrine and presents them as cautionary precedent. Senior partners hear risk. Junior partners hear instability. Momentum quietly evaporates. The irony is that he almost never has direct experience, yet delivers his conclusions with theatrical conviction.

With these partners, the first step is to counter anecdotes with data and direct experience. Walk through real transactions, structures, and outcomes. Bring in operators who have actually executed these deals. Replace vague caution with concrete context. Stories are powerful, but informed stories are more persuasive. Shift the narrative from speculation to substance. Only if absolutely necessary: tell them the firm would benefit enormously from the experience their friend has and ask them to invite that friend to lunch with senior leadership. This will almost inevitably result in the partner equivocating on the certainty of their assertations but beware – it can cause a loss of face and create the resentment that accompanies that. 

The Perpetually Perplexed

She resists because he does not understand the deal, and more importantly, has no intention of doing the work required to understand it. She will not read materials. She will not analyze numbers. She may ask questions, but only in a rapid fire sequence designed to avoid answers. Before you finish responding to one question, she pivots to another objection. Then another. Eventually, the discussion circles back to the original point, at which time she begins the loop again. It is less a conversation and more a conversational carousel. Investors experience this once and immediately question whether the firm can make any decision at all.

For the Perpetually Perplexed, first, have them acknowledge whether this kind of a deal is something they would ever be able to fully understand. If they confess the answer is “No”, you’ve made tremendous progress right there. Because if they will never understand every detail in a 400 page, you can simply say “That’s why we hired an advisor and an attorney. We need to trust their judgment, just like we need our clients to trust ours. Let’s not miss out on the deal of a lifetime because we don’t trust our own profession!” But what if they say “Yes!”. Then the key is separation, specificity and stated affirmations. Limit questions to one at a time and require acknowledgment of answers before moving forward. Ask “So then you understand this one part completely, correct?”. Once they affirm that they do, write it down so they can’t bring it up again, endlessly. If they refuse to affirm their understanding, the problem isn’t that they don’t understand. The problem is intentional ignorance. Pretending not to understand when they do. For some reason they’re not disclosing, they’re trying to tank the deal. Time to find out what the hidden objection is. This is less about education and more about containment. Without structure, confusion becomes a strategy rather than a condition.

Preventive Junior Partners 

These present a different, and often more volatile, resistance profile. Their concerns are not about loss. They are about imagined loss of things they have never actually possessed. Equity. Power. Control. The deal does not diminish these for junior partners. It does not impede the ability to elevate them. In many cases, it enhances them.

Yet perception often outruns reality and fear of the unknown will put the ability to fabricate illogical concerns on steroids. Some will complain, threaten, and perform principled resistance with impressive enthusiasm. Others will warn of cultural collapse while unable to define the current culture. In extreme cases, they can cost senior partners millions in personal revenue and years of relieved administrative burden, all in defense of theoretical rights they do not currently exercise.

For junior partners, there are two strategies: Reason with reality or reign them in with authority. The former is always preferable but the latter is sometimes necessary. If you reason with them, shift the focus on reality and do not allow theoretical rhetoric to be the loudest voice in the room. Show clearly how equity participation can expand over time. Explain governance structures and where their voice actually increases. Demonstrate how transferring administration actually enhances their future because it will allow the to spend more time building their book – or working with clients they will inherit. Keep the discussion grounded in what improves immediately. Avoid abstract objections and possibilities that are far-fetched. Provide tangible outcomes.

The worst-case scenario but one that is sometimes necessary is simply to inform them that controlling interest is moving forward with the deal. You’re not going to let them cost you millions. If they’re going to leave, that is regrettable but you’ll provide them with the finest reference.

Effective management of PE deals begins with partner alignment. Partner alignment increases firm value. Dissent decreases or eliminates it altogether.

When objections arise, evaluate whether they are legitimate concerns that should be addressed or redlined. Document decisions carefully to avoid disputes later. If you spot objections that are really the quirks of a position or personality type, address them immediately, professionally, and cordially, all the way to complete buy-in. Not forced agreement. Not hesitant agreement. Buy-in. Obtain and maintain partner alignment, and watch your firm’s valuation increase.

Ayven Dodd is the President of Shelton & Steele. He recruits partner and groups for law firms, as well as advising them on MSO s. He can be reached at ad@sheltonsteele.com

Frederick Shelton is the CEO of Shelton & Steele. He advocates and advises for attorneys and law firms on M&A and Legal MSOs. He can be reached at fs@sheltonsteele.com