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

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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.
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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.
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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.
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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:
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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.
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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
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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?

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

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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