{"id":96861,"date":"2022-05-12t18:00:17","date_gmt":"2022-05-12t22:00:17","guid":{"rendered":"\/\/www.g005e.com\/?p=96861"},"modified":"2022-12-22t00:40:15","modified_gmt":"2022-12-22t05:40:15","slug":"what-to-do-before-ma-negotiations-begin","status":"publish","type":"post","link":"\/\/www.g005e.com\/2022\/05\/12\/what-to-do-before-ma-negotiations-begin\/","title":{"rendered":"merger? the 100 data points you need first"},"content":{"rendered":"
<\/a>the finer points of getting to know one another.<\/strong><\/p>\n by marc rosenberg<\/i> before negotiations begin, it is very helpful for merger partners to prepare a one-page, written description of their firms. this advice is for both the buyer and the seller.<\/p>\n more: <\/b>one times fees isn\u2019t the only way<\/a> | thinking merger? first ask why.<\/a> | why do you want to merge? be honest.<\/a> | four reasons to fear a merger<\/a> at the risk of offending some of you, we have found that when firms initially describe themselves, the person doing the listening does a terrible job taking notes. none of our memories are as good as we think they are. because in almost all cases, each firm will soon be describing the other to their partners, it\u2019s always best to follow up the oral description of your firm with something in writing.<\/p>\n what follows is:<\/p>\n all merger discussions have to begin somewhere. after merger candidates have been identified, the two firms must formally meet each other, get acquainted and decide if they want to get serious.<\/p>\n at this first meeting, everything is confidential and informal. no exchange of financial statements. the two parties simply spend an hour or two \u2013 you guessed it \u2013 getting to know each other. many firms like to convene this meeting at a restaurant to give the encounter an air of informality and sociability. other firms like to do this in the larger firm\u2019s office so that the smaller firm can get a house tour. i strongly recommend the latter.<\/p>\n the organized chap that i am, i always have a cheat sheet to get the conversation going and make sure the firms address the basics. but my goal as a good facilitator is to shut up as much as possible and get the two firms to ask the questions and talk to each other.<\/p>\n no one can or should try to legislate how this first meeting is conducted. it should be free, easy and natural. however, just to give you an idea, i also provide a cheat sheet i use.<\/p>\n north suburban cpa firm looking to merge up<\/strong><\/p>\n the firm has two partners, 62 and 57, with $2.1 million in revenue. excellent profitability. they want to merge up as a succession planning strategy. though they want to continue working for several years, they feel that now is a good time to start the process. they have reliable, capable staff, but none has the potential to become partners.<\/p>\n they are looking for a two-stage merger\/sale.<\/p>\n service breakdown:<\/strong><\/p>\n staff breakdown:<\/strong><\/p>\n clients:<\/strong> generalist practice with two large business clients who are billed $85,000 and $125,000, respectively:<\/p>\n partner billing rates: $350<\/strong><\/p>\n office lease expires x\/x\/xx<\/strong><\/p>\n applications:<\/strong><\/p>\n \u00a0<\/strong><\/p>\n date: ___________________<\/p>\n <\/p>\n (though not necessarily in this order, and not all questions will apply to all firms and deals.<\/p>\n these questions are best asked orally early in the process, before you exchange financial data. if sufficiently negative responses are obtained, a firm may choose to go no further in discussions. spoken responses are sufficient at this stage, but they should be formally verified in the due diligence process.<\/p>\n i have always been a big believer in the buyer and seller exchanging financial and operating information as early in the process as possible. numbers aren\u2019t everything, but they do speak volumes. the data enables each firm to gain an understanding of the other in a manner that is not always possible in conversation.<\/p>\n the data is also a good way to corroborate things that are said. here are some examples:<\/p>\n data speaks volumes.<\/p>\n before exchanging the data, each firm should sign a nondisclosure and confidentiality form.<\/p>\n exchanging financials early on can corroborate the strength of a solid merger candidate, raise red flags about a firm that is overstating its strengths or provide insight into a certain aspect of the other firm that was either intentionally or inadvertently omitted in conversations.<\/p>\n many merger discussions stop at this point because the financial data of one party is such a turnoff to the other that it\u2019s no longer interested in the merger. so exchanging data early in the process can avoid a lot of wasted time.<\/p>\n unless stated otherwise, all the data requested is for the most recently completed fiscal year. the term \u201cpartner\u201d always refers to equity partners and excludes non-equity\/income partners.<\/p>\n the number of returns and average fee per return, by type:<\/p>\n 12. breakdown of practice as a percentage of total revenue, by:<\/p>\n of course, it should total 100 percent.<\/p>\n the list should include the 20 percent of the firm’s clients that comprise roughly 80 percent of the fee volume.<\/p>\n comments, status, & transition issues<\/p>\n<\/td>\n<\/tr>\n <\/p>\n","protected":false},"excerpt":{"rendered":"
\ncpa firm mergers: new and updated<\/i><\/a><\/p>\n
\nexclusively for pro members. <\/span><\/strong>log in here<\/a> or 2022世界杯足球排名 today<\/a>.<\/span><\/p><\/blockquote>\n\n
what the written firm description should include:<\/h3>\n
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get-to-know-you meeting between buyer and seller<\/h3>\n
sample firm description:<\/h3>\n
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the get-to-know-you meeting cheat sheet<\/h3>\n
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\n <\/td>\n buyer<\/strong><\/td>\n seller<\/strong><\/td>\n<\/tr>\n \n firm name<\/td>\n <\/td>\n <\/td>\n<\/tr>\n \n contact name<\/td>\n <\/td>\n <\/td>\n<\/tr>\n \n phone<\/td>\n <\/td>\n <\/td>\n<\/tr>\n \n email address<\/td>\n <\/td>\n <\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n key questions for the first meeting<\/h3>\n
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questions to ask right away<\/h3>\n
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data needed to evaluate a merger<\/h3>\n
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financial and operating data to exchange<\/h3>\n
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client list<\/h3>\n
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\n<\/strong>(examples)<\/td>\nlocation<\/td>\n type of service<\/td>\n years as a client<\/td>\n annuity vs. one-shot<\/td>\n owners’ ages<\/td>\n frequency of work<\/td>\n annual billable hours<\/td>\n annual billing<\/td>\n \n \n contractor<\/td>\n <\/td>\n <\/td>\n <\/td>\n <\/td>\n <\/td>\n <\/td>\n <\/td>\n <\/td>\n <\/td>\n<\/tr>\n \n retail<\/td>\n <\/td>\n <\/td>\n <\/td>\n <\/td>\n <\/td>\n <\/td>\n <\/td>\n <\/td>\n <\/td>\n<\/tr>\n \n manufacturing<\/td>\n <\/td>\n <\/td>\n <\/td>\n <\/td>\n <\/td>\n <\/td>\n <\/td>\n <\/td>\n <\/td>\n<\/tr>\n \n nonprofit<\/td>\n <\/td>\n <\/td>\n <\/td>\n <\/td>\n <\/td>\n <\/td>\n <\/td>\n <\/td>\n <\/td>\n<\/tr>\n \n real estate<\/td>\n <\/td>\n <\/td>\n <\/td>\n <\/td>\n <\/td>\n <\/td>\n <\/td>\n <\/td>\n <\/td>\n<\/tr>\n \n auto dealer<\/td>\n <\/td>\n <\/td>\n <\/td>\n <\/td>\n <\/td>\n <\/td>\n <\/td>\n <\/td>\n <\/td>\n<\/tr>\n \n marina<\/td>\n <\/td>\n <\/td>\n <\/td>\n <\/td>\n <\/td>\n <\/td>\n <\/td>\n <\/td>\n <\/td>\n<\/tr>\n \n doctor<\/td>\n <\/td>\n <\/td>\n <\/td>\n <\/td>\n <\/td>\n <\/td>\n <\/td>\n <\/td>\n <\/td>\n<\/tr>\n \n law firm<\/td>\n <\/td>\n <\/td>\n <\/td>\n <\/td>\n <\/td>\n <\/td>\n <\/td>\n <\/td>\n <\/td>\n<\/tr>\n \n wholesaler<\/td>\n <\/td>\n <\/td>\n <\/td>\n <\/td>\n <\/td>\n <\/td>\n <\/td>\n <\/td>\n <\/td>\n<\/tr>\n \n engineers<\/td>\n <\/td>\n <\/td>\n <\/td>\n <\/td>\n <\/td>\n <\/td>\n <\/td>\n <\/td>\n <\/td>\n<\/tr>\n \n restaurant<\/td>\n <\/td>\n <\/td>\n <\/td>\n <\/td>\n <\/td>\n <\/td>\n <\/td>\n <\/td>\n <\/td>\n<\/tr>\n \n etc.<\/td>\n <\/td>\n <\/td>\n <\/td>\n <\/td>\n <\/td>\n <\/td>\n <\/td>\n <\/td>\n <\/td>\n<\/tr>\n \n etc.<\/td>\n <\/td>\n <\/td>\n <\/td>\n <\/td>\n <\/td>\n <\/td>\n <\/td>\n <\/td>\n <\/td>\n<\/tr>\n \n etc.<\/td>\n <\/td>\n <\/td>\n <\/td>\n <\/td>\n <\/td>\n <\/td>\n <\/td>\n <\/td>\n <\/td>\n<\/tr>\n \n all other<\/td>\n <\/td>\n <\/td>\n <\/td>\n <\/td>\n <\/td>\n <\/td>\n <\/td>\n <\/td>\n <\/td>\n<\/tr>\n \n total<\/strong><\/td>\n <\/td>\n <\/td>\n <\/td>\n <\/td>\n <\/td>\n <\/td>\n <\/td>\n <\/td>\n <\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n