CHECKLIST

Twelve Tips for Negotiating Mergers

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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 →

What Your Merger Letter of Intent Needs

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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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61 Things Buyers Should Explore with Sellers

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Businesswoman in a meeting with a male colleague smiling at him as they sit at a table discussing paperwork over coffeeEverything from reporting to décor.

By Marc Rosenberg
CPA Firm Mergers: Your Complete Guide

Here we list 61 issues with mergers and acquisitions, and additional items will undoubtedly arise on a case-by-case basis.

MORE: Why Merging in Smaller Firms Is Fabulous | Selling Your Firm? What to Expect | Merger? The 100 Data Points You Need First | Why Do You Want to Merge? Be Honest.
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If a buyer pursued every one of these issues, it could take years to negotiate the deal and would ensure severe deal fatigue. So as you review this list, prioritize what issues are most important and customize these questions to the seller’s unique situation.
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How to Expand into Business Valuation

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BONUS CHECKLIST: 47 types of BV services.

By Ed Mendlowitz
Managing an Accounting Practice: 202 Questions and Answers

Q: I am exploring the business valuation credential as a way to expand our practice. I’m still (relatively) young to the profession and would (I think) love to expand into this niche area.

MORE: How to Handle Referrals with Attorneys | Audit Reports Without Doing the Work? | Ask These 10 Questions Before Adding Financial Services | 10 Reasons Clients Don’t Pay
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A few things:

  • We don’t do any BV now so my ability to acquire the ABV credential would be difficult without the experience aspect.

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Tech Vexes 58% of Solos

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Checklist: The five best ideas for winning the tech wars.

By CPA Trendlines

Solo practitioners enjoy certain privileges. They can set their own hours, pick their clients, work at their own pace, dress in office grunge, nap at will and take their dogs to work.

MORE in SURVEYS & RESEARCH:  Clients Would Switch for Portals | Firms on the Brink of Big Spending | M&A Looms Large for 30% of Firms  |  Is Remote the New Normal?  |  The Top Challenges in These Turbulent Times   |  New Worlds of Opportunity   |  Accountants Agree: The Top Five Ways to Fix the IRS   |  SURVEY: Firms on the Brink of Big Spending  |  IRS Audit Rates Are Dropping, and Big Earners Couldn’t Be Happier  |  Six More Ways to Fix the IRS  |  CPA Hiring Rises as Number of New Grads Continues to Decline   |  Trend? Or Just Hype? Accountants Weigh In  |  Six Quick Solutions for IRS Backlogs  |  The Big Battles Ahead for Corporate Finance

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But when it comes to tech, solos can be challenged. They may know accountancy and their clientele better than anybody in town, but when it comes to tech, they don’t know

  • what’s out there,
  • what’s coming down the techno-pike,
  • how to use new apps and
  • whether the latest stuff is worth paying for.

And they tend to run their hardware into the ground, investing in new tools only when they have to.
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13 Reasons to Merge Up

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woman ladder binoculars city view outlook vision success climb AdobeStock_57204649.jpegAnd sellers’ 13 top worries.

By Marc Rosenberg
CPA Firm Mergers: Your Complete Guide

Merging up or selling a firm is one of the biggest life milestones that a CPA firm goes through.

MORE: Merger? The 100 Data Points You Need First | One Times Fees Isn’t the Only Way | Thinking Merger? First Ask Why. | Why Do You Want to Merge? Be Honest. | Four Reasons to Fear a Merger
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You’ve toiled long and hard to build your firm. It’s your life’s work. Adding to the anxiety is the element of facing your own mortality. When people contemplate big personal or business decisions, it’s common to need to move through several stages mentally. Merging your firm is no exception.

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Merger? The 100 Data Points You Need First

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meeting of six peopleThe finer points of getting to know one another.

By Marc Rosenberg
CPA Firm Mergers: New and Updated

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.

MORE: One Times Fees Isn’t the Only Way | Thinking Merger? First Ask Why. | Why Do You Want to Merge? Be Honest. | Four Reasons to Fear a Merger
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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’s always best to follow up the oral description of your firm with something in writing.

What follows is:

  1. What the written firm description should include (12 items)
  2. Get-to-Know-You Meeting between Buyer and Seller (the agenda)
  3. Sample Firm Description
  4. The Get-to-Know-You Meeting Cheat Sheet
  5. Key Questions for the First Meeting (43 items)
  6. 20 Questions to Ask Right Away
  7. The Data Needed to Evaluate a Merger
  8. Financial and Operating Data to Exchange (58 items)
  9. Client List (with 9 items for each)

READ MORE →