cpa firm mergers: your complete guide [new & updated]

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new, updated, expanded

• the current state of the cpa firm merger market
• how sellers make their firms attractive to buyers
• tips for preparing a great letter of intent
• how to combat “deal fatigue”
• tips for negotiating mergers
• surprises that come at the end that threaten the deal

new! bonus toolkits

(not sold separately. available only as an add-on to your purchase)

a dozen key documents to study, share, discuss, and customize.

word documents to save you time and trouble

• initial screening questions to ask sellers
• initial screening questions to ask buyers
• merger implementation checklist

excel spreadsheet:

• client list worksheet

how mergers really  work

1. ask the right questions
2. understand the other side
3. firm-up your buyout
4. satisfy old clients and attract new ones
5. attract new partners and nurture new talent
6. achieve your growth objectives
7. make more money
8. overcome the fears.
9. assess the reasons for a deal
10. examine the personalities and cultures
11. do your due diligence.
12. set crystal-clear expectations
13. understand your new role, opportunities, and rewards

the guide for every firm

cpa firm mergers: your complete guide addresses all types of mergers and all firm sizes:

1. smaller firm merging into a larger firm (upward merger)
2. larger firm merging in a smaller firm (downward merger)
3. mergers of equals:

• • two firms close in size merging together (“sideways” merger)
  • two firms of different sizes merging together, but the gap in size is small enough that the smaller firm is able to freely negotiate terms.

tackle the tough issues

1. name of the firm
2. partner income allocation method
3. partner agreement including partner buyout plan
4. how the firm will be managed
5. tax software that will be used
6. format of client financial statements
7. is it really a merger? or, an acquisition?
8. equity and non-equity partners

practical guidance on every page

1. how firms attract the best merger partners
2. the 15 essential terms and definitions
3. the 21 major steps that can’t be skipped
4. why paying one times fees is a steal
5. how to make paying 1.2 to 1.5 times pay off
6. the 14 provisions every letter of intent must include
7. how smaller firms can profit by merging up
8. the 33 questions larger firms should ask smaller firms
9. the right way to conduct due diligence reviews – especially when you’re already “old friends”

contents

with what’s new, updated, and expanded

1: introduction

do mergers work?

addressing all types of mergers

2: the basics of merging

why merge?

state of the cpa firm merger market (new)

what makes a firm most attractive

what makes a firm least attractive (new)

keys to a successful merger

major merger terms

nonfinancial terms (new)

how mergers can go wrong: what to watch out for

learning from actual merger experiences (new)

finding sellers

planting seeds (new)

3: the merger process step-by-step

the steps in the process (new)

deal breakers

non-negotiables (new)

what to expect from a good merger consultant (new)

4: a startling revelation

1 times fees is a steal!

do the math

when paying more makes more sense

5: before negotiations begin

preparing a written description of your firm (new)

get-to-know-you meeting between buyer and seller

questions to ask right away (new)

data needed to evaluate a merger

client list (new)

now also included as a customizable worksheet in the bonus toolkits

6: upward merger: from the seller’s perspective

the three mental stages of merging up (new)

a word about negotiations

how to prepare to search for a buyer

why sellers are so anxious about merging up

initial screening questions to ask buyers (new)

now also included as a customizable practice aid in the bonus toolkits

how sellers should assess buyers (new)

how to make your firm attractive to buyers (new)

what’s negotiable and what’s not (new)

specifics the seller should expect (new)

data the seller should request from the buyer

questions sellers should ask buyers (new)

things that can turn off buyers (new)

7: downward merger: from the buyer’s perspective

why merging in small firms is such a fabulous deal

eleven reasons to merge in smaller firms

merging in a smaller firm: what larger firms should expect

initial screening questions to ask sellers

now also included as a customizable practice aid in the bonus toolkits

issues buyers should explore with sellers (new)

8: mergers of equals (or near-equals)

two reasons mergers of equals are rare

high-level issues both firms need to address

issues to negotiate and agree on (new)

9: acquiring sole practitioners (new)

different types of transactions

critical issues to negotiate (new)

operating issues (new)

financial issues

10: two-stage vs. one-stage mergers (new)

when each deal is most common (new)

benefits of a two-stage deal (new)

words of caution (new)

11: the letter of intent (new)

definition of letter of intent

steps that lead to issuance of an loi (new)

suggestions for preparing the loi (new)

what the loi should include (new)

loi comparison checklist (for sellers) (new)

12: merger negotiations (updated)

what to address at merger negotiations (new)

deal fatigue (new)

tips for negotiating mergers (new)

13: due diligence 

due diligence defined

five steps in the due diligence process

six types of due diligence procedures

surprises at the end of negotiations that can threaten a deal (new)

14: lateral partner hires (new)

15: practice continuation agreements

why we see so few

16: implementing the merger

merger implementation checklist (updated)

now also included as a customizable practice aid in the bonus toolkits

17: merger nuances (new)

cherry-pick your merger partner

go out on top

employment offer to seller’s staff

best practice: employee nonsolicitation agreements

when a buyer employs the seller’s staff

de-merger clauses

so, should you do a merger?

appendices

confidentiality and nondisclosure agreement

for consultants involved in the merger

sample letter to seller candidates

about the author

marc rosenberg, cpa

卡塔尔世界杯常规比赛时间 commentator marc rosenberg is a nationally known consultant, author, and speaker on cpa firm management, strategy and partner issues. president of his own chicago-based consulting firm, the rosenberg associates, he is the founder of the most authoritative annual survey of mid-sized cpa firm performance statistics in the country, the rosenberg survey, available here from the 卡塔尔世界杯常规比赛时间 store. he has consulted with more than 700 firms throughout his 20+ year consulting career. accounting today magazine annually acknowledges marc rosenberg as one of the 100 most influential people in the cpa profession and inside public accounting has repeatedly recognized him as one of the ten most recommended cpa firm consultants in the country.

to see more of his work for 卡塔尔世界杯常规比赛时间, click here.