merger

negotiations 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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33 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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match expectations to reality.

by marc rosenberg
cpa firm mergers: your complete guide

when checking out a downward merger candidate, do your due diligence.

more on mergers for pro members: 12 reasons to merge in a smaller firm | 3 factors that always affect negotiations | what to discuss at the first merger negotiation meeting | mergers 101: when negotiations aren’t really negotiations | 5 steps to take before merging

here are the first 16 major issues to consider:

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the good news? they all can be overcome.

by marc rosenberg

though not universally true, larger firms will find many aspects of smaller firms to be below their own standards.

more on mergers: 20 terms to settle when merging up | 3 factors that always affect negotiations | what to discuss at the first merger negotiation meeting | what to ponder before issuing a letter of intent | plant seeds to turn up merger candidates | 13 ways to screw up a merger

the questions that the acquiring firm needs to ask are:

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from buying talent to expanding territory, mergers can be fast ways to grow.

by marc rosenberg

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

more on mergers: 20 terms to settle when merging up | 3 factors that always affect negotiations | mergers: assessing compatibility | case studies reveal potential loi issues | one times fees is a steal! | looking to grow your firm? how to find a seller in four steps | 14 keys to a successful merger | 5 steps to take before merging

my guess is that in excess of 90 percent of all cpa firms would answer this question with a resounding “yes!”
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what the smaller firm needs to determine. they get a say, you know.

by marc rosenberg

when a small firm considers merging upward, they listen to the terms offered by the larger firm and decide whether they can accept them. through a combination of face-to-face meetings, negotiation sessions, telephone calls and review of materials, the seller should be comfortable with each of the following:

more on mergers: what to expect when merging up | 13 questions to assess an upward merger | mergers: assessing compatibility | 14 provisions to include in a letter of intent | want to merge? ask for data | merger prep: getting to know you | plant seeds to turn up merger candidates | 13 ways to screw up a merger

1. hopefully, you have identified the problems and the goals you have for the merger (retirement, access to staff, technical expertise, management capabilities, etc.). do you see each of these problems and goals actually being addressed and resolved with the merger?
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bonus checklist: what smaller firms need to know.

by marc rosenberg

the degree to which merger terms are negotiable is often determined by the relative size of the two firms.

more on mergers: mergers: assessing compatibility | what to discuss at the first merger negotiation meeting | case studies reveal potential loi issues | merger prep: getting to know you | one times fees is a steal! | 13 ways to screw up a merger

generally, the larger the gap in firm size between buyer and seller, the fewer the items are open to negotiation. this can be illustrated by the following chart:
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bonus checklists: smaller firm to larger, 25 questions to ask and 17 data points to request.

by marc rosenberg
cpa firm mergers: your complete guide

there are always three intangible factors that greatly influence the extent to which merger terms and issues are negotiable:

more on mergers: what to discuss at the first merger negotiation meeting | 14 provisions to include in a letter of intent | want to merge? ask for data | one times fees is a steal! | looking to grow your firm? how to find a seller in four steps | 15 can’t-skip merger terms to decide | 14 keys to a successful merger

1. negotiation ability of each firm. some people are “tough” negotiators, continuously trying to impose their will on the merger partner, while others are more malleable and tend to go along with whatever the other side wants.
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bonus checklist: 13 ways to make your firm an attractive candidate.

by marc rosenberg
cpa firm mergers: your complete guide

the smaller firm in a proposed merger should make an objective, realistic assessment as to whether or not merging upward is a good business decision.

more on mergers: mergers: assessing compatibility | what to discuss at the first merger negotiation meeting | 14 provisions to include in a letter of intent | case studies reveal potential loi issues | want to merge? ask for data | merger prep: getting to know you | the merger process in 21 steps | looking to grow your firm? how to find a seller in four steps | 13 reasons accounting firms merge | mergers 101: when negotiations aren’t really negotiations | 5 steps to take before merging

every small firm evaluating the feasibility of merging should consider these questions in as much depth as possible:

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bonus checklist: 12 benefits.

by marc rosenberg
cpa firm mergers: your complete guide

while selling to a larger firm may ultimately be the most viable succession plan available to a small firm, the prospect of the merger creates a great deal of anxiety among small firms nonetheless. the larger firm’s sensitivity to these concerns is critical for a successful meeting of the minds during the negotiation phase.

more on mergers: mergers: assessing compatibility | what to discuss at the first merger negotiation meeting | what to ponder before issuing a letter of intent | want to merge? ask for data | merger prep: getting to know you | looking to grow your firm? how to find a seller in four steps | 13 ways to screw up a merger

why small firms are so anxious about merging up
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