negotiation

negotiate for success, not a ‘win’

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5 common mistakes to avoid.

by steven e. sacks

we enter into negotiations every day without realizing it, whether it is on a professional or personal basis.

more on strategy: does your board know its role? | can you recite your mission statement? | your firm’s biggest assets walk out the door every day | can we please refer to accounting as a profession?
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irrespective of whether it is a contractual transaction between a company and vendor or if a husband and wife are deciding on which couch to buy, each side is seeking to gain something. neither side may get everything it wants because an all-or-nothing-at-all approach will be a barrier to making any progress.
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checklist for implementing a merger

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34 action steps. got your signs and video camera ready?

by marc rosenberg
cpa firm mergers: your complete guide

most firms find that it takes three to four years to fully implement a merger. but during the first few months after the effective date of the merger, there are quite a few administrative and procedural things that need to be attended to immediately. most firms try to get as much of a head start as possible, before the effective date of the merger.
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6 types of due diligence procedures

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cyfra szeavoid the temptation to concentrate on some and breeze through others.

by r. peter fontaine
newgate law

my approach in writing this post is to give you a comprehensive list of due diligence items for your consideration, and to let you select the reviews you wish to perform. the ultimate decision rests with you.

more on mergers: how to merge sole practitioners | 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 | 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

the scope of due diligence will differ depending on the transaction, and should be appropriately tailored. however, your letter of intent combined with the six areas outlined below result in a fairly comprehensive list of due diligence procedures that should serve the needs of most cpa mergers.
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practice continuation agreements and why solos need them

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woman and man shaking hands across a deskit’s a favor, so 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 that prevents the solo from working, most commonly a health issue.

more on mergers: how to merge sole practitioners | merging in smaller: what to ask | 18 concerns about merging in smaller firms | 12 reasons to merge in a smaller firm

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, the solo has no other partners to take her place and in the vast majority of cases, the solo’s 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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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 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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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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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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