华利安（Houlihan Lokey）：2026年春季律所投资：监管兜底条款概述报告（英文版）（16页）.pdf

1、Spring 2026Investing in Law Firms:Regulatory Put OverviewWhat Is a Regulatory Put?2The Regulatory Put is gaining prevalence in processes as a mechanism to protect investors against sudden and unforeseen regulatory changes for a pre-negotiated period of time.How It WorksA Regulatory Put is a contract

2、ual provision embedded in an MSO investment agreement that allows an investor to require the law firm to buy back the assets sold to the MSO at a predetermined price if a“Regulatory Event”occurs.TRIGGER:A regulatory authority,such as a state bar association,formally determines that the firms structu

3、re is invalid or that continued operation risks disbarment of its lawyers.PURPOSE:Protects from regulatory or legal changes that invalidate the MSO structure(and therefore the economic interest in the platform)and provides the law firm with a path for continued operation after a Regulatory Event.Reg

4、ulatory Event Occurs Bar ruling Court order legislation1Investor Exercises Put Notice to firm within defined period after occurrence of Regulatory Event2Put Price Determined Per agreed formula or negotiated price3Firm Buys Back Interest Cash+Note(structured payment)4Defining the“Regulatory Event”3Ke

5、y Issue#1:Critical and increasingly contested as market matures;three distinct negotiation battlegrounds.Who Determines the Triggering Event?What Is the Geographic Scope?What Is the Broader Platform Impact?Which regulatory bodys decision counts?Do all appeals need to be exhausted before the put is t

6、riggered?Does a ruling in one state trigger the put for a multi-state firm?What if that state is a small share of revenue?If the MSO is part of a larger platform,does one firms Regulatory Event trigger puts for all other firms on the platform?Seller-friendly:Final,non-appealable order required Buyer