“From Practice to Platform”: Reading the Holland & Knight + PELA Architecture Thesis

MARKET INSIGHTS · PROFESSIONAL-SERVICES M&A

“From Practice to Platform”: Reading the Holland & Knight + PELA Architecture Thesis

The new white paper from Holland & Knight and the Private Equity Legal Alliance treats the practice-to-platform transition as an architectural problem. Read against the public deal record, that framing is directionally correct, and the structural-tax overlay determines whether a specific practice can actually make the transition.

By Mike Claudio, Co-Founder, Guardian Tax Consultants® · June 10, 2026 · 9 min read

---

Holland & Knight and the Private Equity Legal Alliance released the second installment of their white-paper series this month, titled From Practice to Platform™: A Practical Guide to Structuring the Modern Law Firm MSO — from LOI to Post-Transaction Integration. The piece, developed by a multidisciplinary team at H&K and Samson Partners Group, is worth reading on its own terms. It is also worth reading as a marker of where the institutional commentary on professional-services consolidation has now landed. The framing the authors have put on the record — that a partnership-of-equals practice becomes a platform business through deliberate architectural design rather than through capital alone — is the most consequential thesis the sponsor-side bar has published in this cycle. The argument is correct directionally. The architectural details are where the sponsor-side and the operator-side will spend the next several years working out what the thesis actually requires.

The framing Holland & Knight and PELA have placed on the record

The white paper’s central move is to treat the period between the letter of intent and the closing of an investment as a structured build phase rather than as a diligence window. From Practice to Platform argues that many of the governance, integration, reporting and scalability problems that emerge after closing can be traced back to decisions made — or deferred — in the LOI-to-close period. The authors’ recommendation is that owners and sponsors treat that period as the moment in which the platform’s operating system is designed, rather than as administrative runway. That is a useful reframing, and it sits alongside the earlier PELA white paper for personal-injury law firms in establishing a published methodology for how a sponsor-backed legal-services transaction is supposed to be built.

The contributor list matters here. Trisha M. Rich, a partner at Holland & Knight, has been among the most visible voices in the legal-services-MSO commentary record, and the H&K legal-services transactions team has documented an increasing share of the publicly disclosed deals in the space. Samson Partners Group brings the operational and integration discipline. The institutional read on the paper is that PELA — the Private Equity Legal Alliance — is now functioning as a publishing infrastructure for a sponsor-side methodology, and that methodology is being written with H&K’s legal architecture and Samson’s operating playbook as its two halves. The professional-services-rollup wave now has a published thesis to organize against.

What “practice to platform” actually means structurally

The language is shorthand for an architectural transformation. A practice, in the institutional sense the white paper uses, is a partnership-of-equals economic arrangement in which the equity holders are also the producers of the work, the management function is rotated or held informally, the capital base is the partners’ current-year distributions, and the firm’s investment in technology, brand, and back-office infrastructure is constrained by what the partner group is willing to defer from compensation in a given year. A platform is the same firm rebuilt as an institutional business. The equity sits with capital partners alongside producing partners, the management function is professionalized and held by full-time operators, the capital base is the sponsor’s committed equity and any layered debt, and the firm’s investment in technology, brand, geographic reach, and adjacent service lines is set by an institutional capital plan rather than by the marginal year’s partner draw.

What the white paper is doing — and what the institutional sponsor-side bar generally is doing — is mapping the legal, governance, and operating architecture that allows that rebuild to occur without breaking the licensed-services function the firm is built on. The legal scaffolding is the Management Services Organization. The operating scaffolding is the integration playbook. The economic scaffolding is the partner-economics restructuring. The white paper’s contribution is to insist that all three be designed during the LOI-to-close phase, not improvised after the wire hits.

The MSO as the architectural scaffolding

The reason the Management Services Organization sits at the center of the practice-to-platform transition is structural rather than rhetorical. In jurisdictions where the licensed function — the practice of law, public accounting, or medicine — cannot be owned by non-licensed capital, the MSO is the entity that allows institutional capital to invest behind the licensed firm without acquiring it. The capital partner acquires the non-legal components of the business: finance, accounting, human resources, marketing, intake, technology infrastructure, and the operating and management functions. The licensed-services entity continues to be owned by qualified professionals, contracts with the MSO for those services under an intercompany services agreement, and pays the MSO a management fee in exchange. The MSO is the place where institutional capital sits, where institutional governance is held, and where the platform’s investment thesis is expressed.

The structure carries a regulatory and tax overlay that the white paper acknowledges and that GTC™ reads as the operative architectural work. The management fee paid from the licensed firm to the MSO has to be defensible under Internal Revenue Code §482 as an arm’s-length charge for the services rendered. The MSO’s use of the cash it collects has to be defensible against the accumulated-earnings posture of §531, with reasonable business needs documented under the standards in §537. Where the MSO is a C-corporation that the sponsor and the producing partners hope to qualify as a vehicle for §1202 qualified small business stock on exit, the hygiene of the entity’s formation date, gross-asset history, active-business posture, and qualified-trade-or-business status has to be maintained from day one. And where the producing partners are personal-service professionals, the personal-service-corporation reallocation authority in §269A has to be addressed in the way the management fee and the producing partners’ compensation are structured against one another.

None of that is novel commentary on our part. It is the architectural work that determines whether a particular practice can actually make the transition the white paper describes. The legal structure can be built correctly on the H&K side and the operating playbook can be run correctly on the Samson side, and the transaction will still leave open structural-tax exposures if the §482, §531, §1202, and §269A overlay is treated as a closing checklist rather than as the architecture of the platform itself.

The deal record that supports the thesis

The practice-to-platform argument does not rest on theory. It rests on a public deal record that the accounting-services market has been accumulating since 2021 and that the legal-services market is now beginning to mirror. The most-cited reference points are the institutional CPA-firm investments: Hellman & Friedman and Valeas Capital Partners took a majority stake in Baker Tilly in 2024 in what Accounting Today recorded as the largest private-equity investment in the U.S. CPA sector to that date; H&F and Valeas increased their commitment when Baker Tilly combined with Moss Adams in 2025. Charlesbank backs Aprio; New Mountain Capital backs Citrin Cooperman; TowerBrook backs the Eisner Advisory Group. Each of these deals is structured through the alternative-practice-structure architecture in which the institutional capital sits in the management entity while the licensed-attest function continues to be owned and operated by qualified professionals. The deal record is the proof that the transition is real, that the architecture works, and that the public-markets sponsor universe regards the platform end-state as worth capitalizing into.

The legal-services market is now running the same play. Holland & Knight’s announcement of its founding membership in PELA last November, and the publication of the first PELA white paper on personal-injury firms in January, framed legal-services consolidation as an emerging vertical for sponsor capital. The new white paper extends that frame from the personal-injury subsegment to the full law-firm-MSO architecture. The institutional read is that PELA has positioned itself to be the publishing infrastructure for that wave the way the AICPA trade press and the alternative-practice-structure bar collectively became for the accounting wave that preceded it.

Where GTC’s institutional read adds architectural overlay

The white paper is correct that the LOI-to-close phase is where the platform is designed. Our read adds a layer the H&K and Samson teams are not principally responsible for: the structural-tax substantiation file that has to sit underneath the legal architecture they build, and the basis architecture that sits underneath the partner economics they restructure. Four specific points carry most of the weight.

First, the §482 file. The intercompany services agreement between the MSO and the licensed firm is the legal instrument that the sponsor-side bar writes during the build phase. The economic analysis that supports the management fee as an arm’s-length charge under Treasury Regulation §1.482-9 is the substantiation file that has to be built alongside it and refreshed annually. A platform built without a contemporaneous §482 file is a platform exposed to a transfer-pricing examination posture in years three through seven, when sponsor-marked-up economics are running through the agreement and the file has not been kept current.

Second, the §1202 architecture. Where the MSO is a C-corporation and the producing partners are expected to hold qualified small business stock through to exit, the qualification work has to be designed at formation, not reverse-engineered at sale. The original-issuance requirement, the gross-asset cap, the holding-period clock, and the qualified-trade-or-business status are not curative items. They are formation choices. The transactional bar generally understands this; our institutional read is that the discipline is not always carried into the partner-economics restructuring discussion where it matters most.

Third, the §531 posture and the state regulatory map. The MSO collects fees, retains earnings for technology and platform investment, and deploys capital into the integration the white paper describes. The accumulated-earnings posture has to be documented contemporaneously under the reasonable-business-needs standards in §537, with the platform-investment thesis itself treated as the documentary record of the business need. Layered on top of that is the state regulatory map — the unauthorized-practice-of-law rules in legal services, the firm-ownership rules in accounting services, and the corporate-practice-of-medicine rules where adjacent verticals are in scope — which has to be navigated jurisdiction by jurisdiction as the platform builds geographic reach.

Fourth, the basis architecture. The partner-economics restructuring the white paper contemplates produces a step-up in some hands and a rollover in others. The §1014 basis treatment that flows to producing-partner heirs on death is a planning vector the integration playbook generally does not address but the family-side advisors will be asked to address. The institutional read is that the practice-to-platform transition produces a generational basis question for the producing partners that is best addressed during the build phase, not after it.

None of these points are in tension with the H&K and Samson framing. They are the structural-tax overlay that the sponsor-side bar and the operating playbook do not principally carry but that the platform’s durability depends on. The institutional read is that the “from practice to platform” transformation has a legal architecture, an operating architecture, an economic architecture, and a structural-tax architecture, and that each of the four has to be designed together. The new white paper makes that case for the first three. Our commentary makes it for the fourth.

The closing observation

What the Holland & Knight and PELA white paper has done, and done well, is to give the sponsor-side and the operator-side a shared vocabulary for the architectural problem the next several years of professional-services consolidation will be solving. The deal record — law-firm MSOs and private equity on one side, the publicly documented CPA-firm transactions on the other — is the proof that the transformation is happening. The architectural craftsmanship is what determines whether a specific practice can make the transition durably. Capital is now broadly available to the sector. Advisors are available. The structural-tax architecture and the basis architecture, designed during the build phase and maintained contemporaneously over the life of the platform, are the durable advantage. The work in front of the bar and the operator universe over the next cycle is to make sure that architecture is treated as the foundation of the platform, not as an examination posture inherited later.

For practitioners working alongside the sponsor-side bar on these transitions, the practical implication is that strategic exit paths for the MSO, the management-fee transfer-pricing file, and the §1202 qualification architecture sit alongside the legal and operating workstreams the white paper organizes — not behind them. The conversations our team has been having with referring CPA partners through the second quarter, as reflected in the Q4 partner-concerns composite, point in the same direction. The institutional thesis is on the record. The architectural overlay is where the durable work lives.

---