mergers & acquisitions

twelve tips for negotiating mergers

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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
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… 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?

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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
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in the end, it’s all about the math.

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what your merger letter of intent needs

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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
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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).
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buying a solo

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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.
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23 questions for mergers of equals

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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.
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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.
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61 things buyers should explore with sellers

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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.
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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.
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why merging in smaller firms is fabulous

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businesspeople having a meeting over coffee sitting together at a table discussing a document, young man and two middle-aged women presenteleven reasons to do it.

by marc rosenberg
cpa firm mergers: your complete guide

if an opportunity to merge in an attractive smaller firm was presented to you, would you be interested in pursuing it?

my guess is that at least 90 percent of all cpa firms would answer this question with a resounding yes! (and a healthy percentage of the remaining 10 percent perform at such high levels that they cannot conceive of merging in a smaller firm whose performance falls well below their own high standards.)

more: selling your firm? what to expect | thirteen ways to woo potential firm buyers | 13 reasons to merge up | merger? the 100 data points you need first | one times fees isn’t the only way | thinking merger? first ask why. | why do you want to merge? be honest. | four reasons to fear a merger
goprocpa.comexclusively for pro members. log in here or 2022世界杯足球排名 today.

why is this? the short answer is that it’s a great deal, both financially and operationally. it’s an almost can’t-lose proposition, as long as you do it right.
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selling your firm? what to expect

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down payment? unlikely.

by marc rosenberg
cpa firm mergers: your complete guide

we’re talking about mergers of accounting firms and turning to specifics the seller should expect.

more: thirteen ways to woo potential firm buyers | 13 reasons to merge up | merger? the 100 data points you need first | one times fees isn’t the only way | thinking merger? first ask why.
goprocpa.comexclusively for pro members. log in here or 2022世界杯足球排名 today.

the items in this article are very common examples of what sellers should expect from buyers. sellers are obviously free to try to negotiate any and all aspects of the deal that they want. but most buyers will not relent very much, if at all, on the items listed here.
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five priorities all successors share

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number 5 drawn in sandeveryone wants a smooth transition.

by ira rosenbloom

the complexities of succession are significant no matter whether the route you take is internal or external. either scenario requires a significant time investment, and each one has different features with associated levels of change and adjustment.

more: refocus on year-round best practices | 5 keys to m&a success | 10 steps to a superior tax department | 10 ways to protect your best clients from your competitors | are you overthinking an m&a deal? | how to put the ‘success’ in succession

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however, regardless of where they come from or how they got there, cpa firm successors share common ground in the five priorities below.

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do you make your firm look good?

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angry boss in chair staring down at tiny businessmana cautionary case study.

by martin bissett
passport to partnership

the passport to partnership study collated a number of responses in a conversational style. the main example that really stood out as the major indicator of a need for each future leader to be able to convert new business is showcased below and was repeated many times in various different ways.

if this person wants to be considered for partnership in the future, we look at how are they promoting the firm to potential clients now.

meaning: if you’re trusted enough to represent the firm publicly, what perception are clients and potential clients getting about the firm based on their interactions with you?

more: seven things that good advisors skip | nine biz-dev metrics for making partner | communication isn’t about you | how to measure partner potential | checklist: partner-ready metrics | checklist: 10 keys to landing your next client
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thirteen ways to woo potential firm buyers

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man writing in notebookplus how sellers should assess them.

by marc rosenberg
cpa firm mergers: your complete guide
[now updated and expanded]

once sellers have created a list of firms they will consider as a merger partner, the first step is often to talk by phone or video call with the buyer and ask basic questions to determine if a get-to-know-you meeting makes sense.

more: 13 reasons to merge up | merger? the 100 data points you need first | one times fees isn’t the only way | thinking merger? first ask why. | why do you want to merge? be honest. | four reasons to fear a merger
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the forms below are good cheat sheets.
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thirteen things to know before selling your practice

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older businessman sitting at desk smiling as wall clock indicates 5 minutes to retirementtiming is critical.

by ed mendlowitz
101 questions and answers: managing an accounting practice, the complete 2-volume set

q: i am getting older and want to continue working at least five more years. should i merge now to anticipate and facilitate a buyout?

a: selling means retiring. is that something you want to do?

more: 10 reasons clients don’t pay
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i’ve written many times about being clear about your goals and what you really want. that being said, here is a general discussion about the reality of the value of your practice.
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13 reasons to merge up

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woman ladder binoculars city view outlook vision success climb adobestock_57204649.jpegand sellers’ 13 top worries.

by marc rosenberg
cpa firm mergers: your complete guide

merging up or selling a firm is one of the biggest life milestones that a cpa firm goes through.

more: merger? the 100 data points you need first | one times fees isn’t the only way | thinking merger? first ask why. | why do you want to merge? be honest. | four reasons to fear a merger
goprocpa.comexclusively for pro members. log in here or 2022世界杯足球排名 today.

you’ve toiled long and hard to build your firm. it’s your life’s work. adding to the anxiety is the element of facing your own mortality. when people contemplate big personal or business decisions, it’s common to need to move through several stages mentally. merging your firm is no exception.

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