mergers & acquisitions

cultural optimization:  making mergers successful

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the rational optimist
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how to begin successful post-merger integration strategies before the contracts are written.

by r. peter fontaine
newgate law

rereading the rational optimist by british author matt ridley revived my belief in “cultural optimization” when it comes to accounting firm acquisitions. ridley’s perspective is quite simple – over the millennia, human cultures have only progressed when the interaction between societies was collaborative.  people are better-off today because of the ancestral exchange and integration of ideas, language, beliefs, skills, customs, habits, technology and social structure; rather than as a result of isolation or cultural dominance and extinction.

more peter fontaine:  what to ponder before issuing a letter of intent  |  why due diligence is done   |  the four ways ‘non-competes’ #fail in the social media age  |

while ridley’s notion of optimizing cultural differences makes perfect sense, it does not seem to be regularly applied in the context of accounting firm m&a activity. read more →

why due diligence is done

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businessman sitting in office and reading documentsand the five steps you can’t skip.

by r. peter fontaine
newgate law

few cpas enjoy the due diligence part of a merger. it’s like proofreading legal agreements or checking the answers to a test before handing it into the teacher. it’s not very exciting.

more on mergers: how to merge sole practitioners | 13 questions between merger equals | 18 concerns about merging in smaller firms | what to expect when merging up | 16 reasons merging up causes anxiety | 14 provisions to include in a letter of intent | want to merge? ask for data | the merger process in 21 steps | 13 ways to screw up a merger | 13 reasons accounting firms merge

by the time due diligence begins, the parties have usually decided they want to come together and due diligence is viewed as a process to confirm a decision which, for the most part, has already been made.
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how to decide who decides pay

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woman on building roof spraying out dollars with a garden hosewhere to draw the line between managing partner and compensation committee.

by bill reeb and dominic cingoranelli

everyone likes the idea that “i” will hold “me” accountable. but few like the idea of “anyone else” holding “them” accountable.

more on performance management: accountability requires clear expectations | base retirement on today’s operations | who decides what? | how retired partners are robbing their own firms | best practices for mandatory retirement | how retirement issues affect succession planning | succession: the questions to care about | how to target what skills to develop now | what having your employees’ backs means | 5 harmful management attitudes (and how to fix them) | do cpa firms need management or leadership? |  job 1 for the practice owner: client management

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so, once the decision has been made to implement systemic changes to hold partners accountable to specific performance expectations rather than just relying on everyone to put in a self-proclaimed “good day’s work,” the next battleground is determining who will be holding whom accountable. the discussion always shifts to “let’s have a group of people, like a compensation committee, hold us accountable.”
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make accountability a process

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man and woman reviewing a documenteveryone performs better when someone else has oversight.

by bill reeb and dominic cingoranelli
卡塔尔世界杯常规比赛时间 / succession institute

setting up an “accountability and goal process” always sounds much easier than it actually is to implement. so for those who already think this process would be painful, just know that you still are probably underestimating the amount of agony in store.

more on performance management: accountability requires clear expectations | accountability is for everyone | succession plan requirements | base retirement on today’s operations | who decides what? | how retired partners are robbing their own firms | how involved should retired owners be? | firms say what would change retirement pay | 4 ways to create more capacity | how to find a partner’s replacement | action plans for transitioning partners | partner retirement and the war for clients | best practices for mandatory retirement | how retirement issues affect succession planning | succession: the questions to care about 

this leads us to the standard question, “if this is so awful, why would anyone do it?” the answer is both simple and abstract.
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how to merge sole practitioners

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two businessmen shaking hands21 issues to consider.

by marc rosenberg
cpa firm mergers: your complete guide

when considering a merger of sole practitioners, there are numerous critical issues to negotiate. twenty-one, in fact.

more on mergers: merging in smaller: what to ask | 12 reasons to merge in a smaller firm | 3 factors that always affect negotiations | mergers: assessing compatibility | case studies reveal potential loi issues | merger prep: getting to know you | plant seeds to turn up merger candidates | 15 can’t-skip merger terms to decide | mergers 101: when negotiations aren’t really negotiations

1. method/system for splitting the profits. keep in mind that if you devise a system that essentially revolves around making each solo a profit center, as if they still had their own firms, it will tend to discourage the two of you working together as one firm.
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pay varies when performance varies

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closeup shot of a caliper measuring the word "goals"plus ways to measure both objective and subjective performance criteria (yes, it can be done).

by bill reeb and dominic cingoranelli
卡塔尔世界杯常规比赛时间 / succession institute

an important point to keep in mind is that we, as human beings, have good months and bad ones, good years and bad ones.

more on performance management: accountability requires clear expectations | accountability is for everyone | succession plan requirements | base retirement on today’s operations | who decides what? | how retired partners are robbing their own firms | how involved should retired owners be? | firms say what would change retirement pay

what is going on in our personal lives has a lot to do with how we perform in our professional ones. therefore, if someone is going through a difficult time, such as a divorce, death in the family, major conflicts with extended family, etc., we can expect those events to spill over into our work life.
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13 questions between merger equals

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overhead view of 4 hands putting together 4 puzzle piecesnegotiations often are more difficult.

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 on mergers: merging in smaller: what to ask | thinking ‘downstream’ merger? check these 25 potential problems first | 20 terms to settle when merging up | 13 questions to assess an upward merger | what to discuss at the first merger negotiation meeting | what to ponder before issuing a letter of intent

quite simply, there are two reasons mergers of equals are uncommon:
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accountability includes partners

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manager dangling carrots in front of staffdeliver not only rewards but sanctions.

by bill reeb and dominic cingoranelli
卡塔尔世界杯常规比赛时间 / succession institute

let’s take a close look at what accountability might look like.

more on performance management for pro members: accountability requires clear expectations | accountability is for everyone | who decides what? | firms say what would change retirement pay | action plans for transitioning partners | how retirement issues affect succession planning | how partner ratings factor into equity | cpa firm performance assessments: 15 core competencies, 21 questions

for partners, accountability is best described as having a system in place that rewards partners for
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accountability requires clear expectations

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two businesswomen sitting at table and talking in office courtyardmake an effort to learn from your successes as well as your failures.

by bill reeb and dominic cingoranelli
卡塔尔世界杯常规比赛时间 / succession institute

accountability needs to be rooted in much more than a casual perception or it is destined to fail. therefore, the first step to accountability is to move this from an “i will watch you and tell you if i think you are doing a good job” approach to one that clearly defines what you expect of someone up front.

more on performance management: accountability is for everyone | succession plan requirements | how retired partners are robbing their own firms | 4 ways to create more capacity | partner retirement and the war for clients | succession: the questions to care about | hazards of not reallocating equity

now this sounds fairly straightforward, and it is, but it is also loaded with plenty of traps that you can fall into. one of the traps we want to avoid is ambiguity. you can overcome this trap by taking time to describe the expectations you have of someone, like:
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merging in smaller: what to ask

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businesswoman talking on phone33 questions the larger firm should ask smaller firm partners, plus a telephone screening form.

by marc rosenberg
cpa firm mergers: your complete guide

even though these questions are primarily intended for larger firms to ask smaller firms, some of the questions may be appropriate for the smaller firm to ask larger firms. these are general questions; based on your review of the other firm’s data, you will certainly have specific questions to ask in addition to those below.

more on mergers: thinking ‘downsteam’ merger? check these 25 potential problems first | 18 concerns about merging in smaller firms | what to expect when merging up | 16 reasons merging up causes anxiety | 14 provisions to include in a letter of intent | want to merge? ask for data | the merger process in 21 steps | 13 ways to screw up a merger

an important goal of these interviews is to get open, honest and brutally candid responses. at most firms, this is virtually impossible if you interview two or more partners together. only rarely, where two or three partners appear to be “joined at the hip,” is it acceptable to do group interviews.

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accountability is for everyone

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businesswoman working late at deskdo you credit others as much as you do yourself?

by bill reeb and dominic cingoranelli
卡塔尔世界杯常规比赛时间 / succession institute

most firms consider accountability an essential part of their leadership practices.

more on performance management: base retirement on today’s operations | who decides what? | firms say what would change retirement pay | action plans for transitioning partners | how retirement issues affect succession planning | how partner ratings factor into equity | develop your employees or suffer the consequences | 5 harmful management attitudes (and how to fix them)

in the pcps top issues survey, for firms with 11 to 20 professionals, partner accountability/unity landed in second place. for firms with 21 or more professionals, this same issue ranked first in concerns to be addressed.
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13 succession plan requirements

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time to retire clock facemake sure you’re not growing your own competition.

by bill reeb and dominic cingoranelli
卡塔尔世界杯常规比赛时间 / succession institute

there are various sections that should be included in any succession plan. we are not going to present you with a sample succession plan, but even better, to describe topic areas you should address in your plan.

more on performance management: base retirement on today’s operations | who decides what? | how involved should retired owners be? | how to find a partner’s replacement | best practices for mandatory retirement | 7 succession questions to ignore for now | the pitfalls of equity allocation and reallocation

as always, there are various best practices to consider as you put your plan together. for any succession plan to work, you have to start with consideration of the business model you use:
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24 points for after the deal is done

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colleagues working side by sidehow to make sure these two firms start working as one.

by august aquila
creating the effective partnership

congratulations! after years of planning and months of tough negotiations, you’ve finally closed the deal on merger of your cpa firm.

more on leadership for pro members: innovate or die | 3 ways to halt a poor leader | partners love, hate leadership | 8 questions that staff ask in a merger | the 4 best ways to use your senior partners | 11 steps to building a better partnership team

you might be thinking the most difficult work is behind you. think again! you now have to move your eye from the financial to the human side of the merger.
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