cherry-pick your merger partner

young businesswoman putting hand out in "stop" gesture while sipping coffeeit’s ok to walk away.

by marc rosenberg
cpa firm mergers: your complete guide

for anything really important in your life, do you opt for the first choice that comes your way? did you marry the first person you had a crush on? how many jobs did you accept without checking out other opportunities? when looking to hire someone, did you interview only one person? do you make an investment without considering alternatives? i trust the answer to all of these is a resounding no.

more: 34 steps to implement a merger | m&a: the six types of due diligence | twelve tips for negotiating mergers | buying a solo | why merging in smaller firms is fabulous | 13 reasons to merge up | thinking merger? first ask why.
goprocpa.comexclusively for pro members. log in here or 2022世界杯足球排名 today.

the same advice applies to mergers, whether you are a buyer or a seller. the more firms you talk to and negotiate with, the more expertise you acquire with the merger process. as the saying goes, “information is king.” more knowledge, information and experience are always better than less.
read more →

34 steps to implement a merger

your staff will be much more comfortable.

by marc rosenberg
cpa firm mergers: your complete guide

most firms find that it takes three to four years to fully implement a merger. but during the first few months after the merger’s effective date, there are quite a few administrative and procedural issues that need to be attended to immediately.

more: m&a: the six types of due diligence | why solo cpas need pcas | mergers: one stage or two?
goprocpa.comexclusively for pro members. log in here or 2022世界杯足球排名 today.

most firms try to get as much of a head start as possible before the effective date.
read more →

m&a: the six types of due diligence

bonus: ten surprises at the end of negotiations that can threaten a deal.

by marc rosenberg
cpa firm mergers: your complete guide

the scope of due diligence will differ depending on the deal and should be tailored appropriately. the letter of intent issues, combined with the six areas outlined here, result in a comprehensive list of due diligence procedures that should serve the needs of most cpa mergers.

more: why solo cpas need pcas | where mergers go wrong | what your merger letter of intent needs | 61 things buyers should explore with sellers | thirteen ways to woo potential firm buyers | one times fees isn’t the only way | four reasons to fear a merger
goprocpa.comexclusively for pro members. log in here or 2022世界杯足球排名 today.

the six types of due diligence are financial and operational, clients and services, technical product and work quality review, personnel, risk management and legal.
read more →

the office is over

road in grassland

plus a worrying note on salaries.

by marc rosenberg
the rosenberg map survey: national study of cpa firm statistics

every year, we ask the industry’s top consultants to share their observations from cpa firms across the country. how do you think the next 12 months will unfold? and how would you assess the last 12 months?

more: outlook: private equity comes for accounting firms
goprocpa.comexclusively for pro members. log in here or 2022世界杯足球排名 today.

here are my thoughts regarding 2023:

  1. firms will continue to struggle with all facets of remote work. firms will never get back to working in the office as a norm, not because of covid-19, but because their people – especially partners – don’t want to work in the office full-time.

read more →

the abc’s of pcas for cpas

overhead view of two businessmen meeting in lobbyit’s a favor. treat it like one.

by marc rosenberg
cpa firm mergers: your complete guide

a practice continuation agreement (pca) is a written contract between a sole practitioner and another firm for the latter to take over the solo’s practice, either permanently or temporarily, in the event of a sudden, unexpected event (most commonly a health issue) that prevents the solo from working.

more: where mergers go wrong | twelve tips for negotiating mergers | buying a solo | why merging in smaller firms is fabulous | 13 reasons to merge up | thinking merger? first ask why.
goprocpa.comexclusively for pro members. log in here or 2022世界杯足球排名 today.

logically, it would make total sense for every one of the 30,000 sole practitioners in the u.s. to have a pca in place. after all, solos have no partners to take their place, and in the vast majority of cases, their staff doesn’t have the skill level or the certifications needed to run the practice in the absence of the owner.
read more →

fourteen rules for lateral partner hires

two women in office shake handsbe clear about their client base.

by marc rosenberg
cpa firm mergers: your complete guide

it’s fairly common for law firms to hire partners from other firms, a practice termed “lateral partner hires.” cpa firms do this but much less often.

more: where mergers go wrong | twelve tips for negotiating mergers | buying a solo | why merging in smaller firms is fabulous 13 reasons to merge up | thinking merger? first ask why.
goprocpa.comexclusively for pro members. log in here or 2022世界杯足球排名 today.

the main reason for this difference is that law firms cannot legally have nonsolicitation or noncompete covenants in their partner agreements. most cpa firms do have such provisions, which severely restrict the movement of partners from firm to firm.

despite these nonsolicitation provisions, cpa firms do sometimes make lateral partner hires (lps). there are several variations:
read more →

where mergers go wrong

industrial metal number 5don’t be rushed by deal fatigue.

by marc rosenberg
cpa firm mergers: your complete guide

few cpas enjoy the due diligence part of a merger. it’s like proofreading legal agreements or going back to our school days when we had to double-check our answers before turning in a test.

more: mergers: one stage or two? | what your merger letter of intent needs | 61 things buyers should explore with sellers | thirteen ways to woo potential firm buyers | thinking merger? first ask why.
goprocpa.comexclusively for pro members. log in here or 2022世界杯足球排名 today.

by the time due diligence begins, the parties have usually reached a handshake agreement on the deal terms and decided they want to merge. due diligence is a process that confirms a decision that, for the most part, has already been made. it’s like checking references after you’ve interviewed someone and decided to make the hire.
read more →

twelve tips for negotiating mergers

four businesspeople, left handshakeplus: guarding against deal fatigue.

by marc rosenberg
cpa firm mergers: your complete guide

after you’ve identified a merger partner.

after you’ve convened a get-to-know-you meeting.

after you’ve exchanged financial and production data.

after you’ve received letters of intent,

more: mergers: one stage or two? | what your merger letter of intent needs | 61 things buyers should explore with sellers | thirteen ways to woo potential firm buyers | one times fees isn’t the only way | four reasons to fear a merger
goprocpa.comexclusively for pro members. log in here or 2022世界杯足球排名 today.

… now you’re ready to get down to business! it’s time to begin arguably the most critical of the dozen or so major steps in the merger process: negotiating the deal. read more →

mergers: one stage or two?

when each is most common.

by marc rosenberg
cpa firm mergers: your complete guide

after settling financial and operating issues, we turn to two-stage vs. one-stage mergers.

more: buying a solo | 23 questions for mergers of equals | selling your firm? what to expect | one times fees isn’t the only way | four reasons to fear a merger
goprocpa.comexclusively for pro members. log in here or 2022世界杯足球排名 today.

in the end, it’s all about the math.

read more →

what your merger letter of intent needs

fontaine

bonus: a 19-point checklist for sellers.

by marc rosenberg
cpa firm mergers: your complete guide

note: this post was written in collaboration with attorney peter fontaine, the founder and managing partner of newgate law, a firm of lawyers that work with cpa firms exclusively. he served as legal counsel at arthur andersen and rsm for more than two decades. he can be reached at pfontaine@newgate.law or (617) 513-2440.

at the onset of the merger process, most sellers contact at least two to three potential buyers. this positions the seller to select one buyer to commence negotiations with, in earnest.

more: buying a solo | 23 questions for mergers of equals | 61 things buyers should explore with sellers | why merging in smaller firms is fabulous | selling your firm? what to expect | thirteen ways to woo potential firm buyers
goprocpa.comexclusively for pro members. log in here or 2022世界杯足球排名 today.

after an exchange of financial and operating data and meetings to clarify the information, but before serious negotiations begin, it is customary for the qualified buyers to issue letters of intent (lois).
read more →

buying a solo

two people sitting across from each other at a deskwhat to negotiate, plus key operating and financial issues.

by marc rosenberg
cpa firm mergers: your complete guide

the approach to orchestrating a merger differs depending on the nature of the transaction. is there a true survivor? in substance, not form, is the deal more an acquisition than a true merger?

more: 23 questions for mergers of equals | 61 things buyers should explore with sellers | thirteen ways to woo potential firm buyers | one times fees isn’t the only way | four reasons to fear a merger
goprocpa.comexclusively for pro members. log in here or 2022世界杯足球排名 today.

when a sole practitioner is the seller, virtually all deals are true acquisitions. solos intend to retire in just a few years. their primary focus is on the negotiation of financial terms, such as the purchase price, payout term, down payment and compensation for the time they work. issues related to the operation of the buyer are generally of minor importance to the solo. in other words, when a buyer acquires a retirement-minded solo, the transaction is fairly simple and straightforward.
read more →

23 questions for mergers of equals

five businesspeople shaking hands under office skylightwhat do you want, and who will manage getting there?

by marc rosenberg
cpa firm mergers: your complete guide

mergers of equals or firms close to equal (some call these sideways mergers) are much less common than mergers in which there is a clear survivor. but they do occur.

more: 61 things buyers should explore with sellers | why merging in smaller firms is fabulous | 13 reasons to merge up | thinking merger? first ask why.
goprocpa.comexclusively for pro members. log in here or 2022世界杯足球排名 today.

there are two reasons that mergers of equals are rare.

first. mergers of equals are much more difficult to negotiate. in traditional mergers where there is a clear surviving firm, the buyer is in a strong position to dictate the deal terms and governance policies, and the seller respects this.
read more →

61 things buyers should explore with sellers

businesswoman in a meeting with a male colleague smiling at him as they sit at a table discussing paperwork over coffeeeverything from reporting to décor.

by marc rosenberg
cpa firm mergers: your complete guide

here we list 61 issues with mergers and acquisitions, and additional items will undoubtedly arise on a case-by-case basis.

more: why merging in smaller firms is fabulous | selling your firm? what to expect | merger? the 100 data points you need first | why do you want to merge? be honest.
goprocpa.comexclusively for pro members. log in here or 2022世界杯足球排名 today.

if a buyer pursued every one of these issues, it could take years to negotiate the deal and would ensure severe deal fatigue. so as you review this list, prioritize what issues are most important and customize these questions to the seller’s unique situation.
read more →