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Overview Deals MSO Structure Financial Model
Structure

What Is a Management
Services Organization?

Separating Business Operations from Professional Practice — a proven model across industries that enables private equity participation while preserving attorney independence.

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Structure

The MSO Model

Professional Corporation (PC)

Attorney-Owned & Controlled
  • All legal decisions made by licensed attorneys
  • Client relationships owned by PC
  • Fee setting authority retained by PC
  • Ethics committee: 100% attorney membership
Management Services Agreement FMV-validated fees  |  Annual valuation

MSO (Fund-Owned Entity)

Non-Legal Services & Operations
  • Technology, billing, and revenue cycle management
  • Marketing, branding, lead generation
  • HR, benefits, recruiting infrastructure
  • Accounting, compliance, facilities
Rationale

Why the MSO Model Works

Compliance

Regulatory Compliance

The MSO/LSO structure preserves attorney independence per ABA Rule 5.4 — no fee-sharing, no non-lawyer control over legal judgment. Permissible in most states via the management-services (or legal-services-organization) model; we screen jurisdictions at sourcing and pass on those that restrict outside ownership (e.g. Colorado), while regimes like Arizona's ABS expand the opportunity.

Efficiency

Operational Scale

Centralizing back-office functions across multiple firms creates 8–12% margin expansion via shared services, group purchasing, and technology deployment.

Track Record

40+ Years of Precedent

MSOs have been used in professional service businesses since the 1980s. It has been used in Healthcare, Law, Accounting, insurance, real estate and certain licensed trades. Proven, well-understood, and battle-tested.

Precedents

Healthcare MSO Precedents

DaVita

Kidney care. PE-backed.
3,000+ centers.

Aspen Dental

Dental. PE-backed.
1,000+ offices.

OneOncology

Oncology. TPG-backed.
900+ providers.

Surgery Partners

Surgical facilities. Bain-backed.
160+ locations.

Accounting MSO Precedents

EisnerAmper

Top-20 firm. TowerBrook-backed.
First major PE deal (2021).

Citrin Cooperman

Top-20 firm. New Mountain,
then Blackstone (2025).

Grant Thornton

Top-10 firm. New Mountain-backed
(2024).

Baker Tilly

Top-10 firm. H&F-backed.
10,000+ employees.

Other MSO Precedents

NVA

Veterinary. JAB-backed.
1,300+ clinics.

MyEyeDr

Optometry. Goldman-backed.
800+ offices.

Focus Financial

Wealth management. CD&R-backed.
90+ partner firms.

Acrisure

Insurance distribution. PE-backed.
$4B+ revenue.

Governance

MSO Governance Structure

Attorney-Owned · Maintains Legal Independence
Professional Corporation (PC)
  • ⚖Board: majority attorney members
  • ⚖All legal decisions made by licensed attorneys
  • ⚖Client relationships owned by PC
  • ⚖Fee setting authority retained by PC
  • ⚖Attorney hiring/firing by PC management
  • ⚖Ethics committee: 100% attorney membership
  • ⚖Client trust accounts under PC control
Non-Legal Services · Operational Support Only
MSO (Fund-Owned Entity)
  • ⚙Practice management & technology systems
  • ⚙Marketing, branding, lead generation
  • ⚙Billing, collections, revenue cycle management
  • ⚙HR administration & benefits management
  • ⚙Real estate & facilities management
  • ⚙Accounting, financial reporting, compliance
  • ⚙IT infrastructure & cybersecurity

Management Services Agreement (MSA)

Binding Contract Between PC & MSO
FMV-validated service fees ensure arm's-length pricing
Annual independent valuation by third-party appraiser
State-specific compliance addenda for each jurisdiction
Regulatory Landscape

State Regulatory Framework

50-State Analysis: 87% of Target Market Accessible  |  Color-Coded by Regulatory Tier

50-State Regulatory Map — Color-coded by tier: Permissive, Enhanced Compliance, and Defer

Source: ABA Model Rules, State Bar Ethics Opinions, Regulatory Filings