Strange Bedfellows: Overlapping ownership raises issues of conflict, loyalty, and liability. High-powered law firms help.
Rivals in the Loop: Grant Thornton and Wipfli, now stablemates under New Mountain Capital’s billion-dollar investments, seek to maintain separate operations and arm’s-length decision-making. Shown in Chicago: The Grant Thornton Tower on North Clark (left) and Wipfli offices at the Chicago Title building on Wacker (right).
By CPA Trendlines Research
Grant Thornton and Wipfli keep offices barely a half-mile apart in Chicago’s Loop — about a 10-minute walk, or a single stop on the “L.”
Zoom out. After a generation of competitive drive, the rival firms are now part of the same investor’s stable.
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Private equity’s push into accounting is making for some strange bedfellows, as some investment firms build out networks of ostensibly independent firms that increasingly overlap in clients, services, acquisitions and talent markets.
With more than 500 deals under study, the CPA PE Deal Tracker™ from CPA Trendlines Research provides a vivid picture of private equity firms quietly adding a new layer of consolidation as they roll up the CPA profession. Sponsors are evolving into holding companies with multiple platforms, built simultaneously on a number of large CPA firms as acquisition engines. At least five sponsors now hold two or more competing platforms at the same time.
“As the Peter Parker principle reminds us, with great power comes great responsibility,” Proskauer, the private-funds legal powerhouse, says in a client advisory. “Sponsors should remember the portfolio company corollary: with greater control comes greater exposure to liability.”
The big five
Among them, New Mountain Capital backs Chicago’s Grant Thornton Advisors and Milwaukee’s Wipfli, two top 20 national firms chasing the same mid-market clients and the same tuck-in targets.
Unity Partners holds three, led by Prosperity Partners in tax and accounting and Ampleo in outsourced and fractional-CFO work, both selling into the same middle-market finance function.
Parthenon Capital pairs Cherry Bekaert in tax and advisory with Choreo in wealth. Neuberger Berman holds Mariner in wealth management and Ryan in corporate tax. TPG holds Creative Planning wealth advisors and Kodiak, the healthcare-consulting practice spun off from Crowe.
Same firm, multiple sponsors
New Mountain shows how fluid the map has become. It acquired a controlling stake in Citrin Cooperman in late 2021 and took a majority stake in Grant Thornton in 2024, holding both competing firms at once for the better part of a year.
Then, in January 2025, New Mountain sold its Citrin stake to Blackstone — in what has been called the first flip in the business.
Citrin now anchors Blackstone’s roster. New Mountain subsequently agreed to invest in Wipfli. The same firm, handed from one sponsor to the next.
Three ways to look at power
The capital is massing along three different measures.
By sponsor-associated platform revenue, Hellman & Friedman leads at roughly $3.52 billion through the combined Baker Tilly and Moss Adams.
New Mountain ranks just behind, through Grant Thornton and Wipfli — and would lead outright if Citrin Cooperman still counted in its column. But New Mountain handed that platform, and the revenue with it, to Blackstone in early 2025. EisnerAmper alone accounts for $1.24 billion that appears under both TowerBrook Capital Partners and Carlyle AlpInvest — a reminder that these figures track association, not pro-rata ownership.
By deal volume, Alpine Investors is the busiest buyer, with 39 transactions through its Ascend platform.
By breadth, Unity Partners now leads, with Prosperity, Ampleo and BGM.
Looked at as a whole, the measures describe a market still fragmented at the firm level but increasingly organized around a short list of financial sponsors. 
A real or perceived conflict “provides a tempting target for would-be plaintiffs at the portfolio company level,” pulling the sponsor, its designees and the fund in as deep-pocket targets, according to Proskauer’s private-funds team. The board seats and special rights that sponsors bargain for cut both ways, raising their own exposure to liability.
The best and fastest
At New Mountain — backer of Grant Thornton and Wipfli — the deals run through managing director Andre Moura, who describes the strategy with little understatement. The firm, he says, plans to “bring in the very best, fastest-growing firms.”
Moura’s colleagues Nikhil Devulapalli and Adam Weinstein, New Mountain’s operating chief, round out the most prolific platform-building team in the profession.
At Parthenon, managing partner Andrew Dodson pairs Cherry Bekaert with the wealth manager Choreo and frames the playbook as growth “both organically and through strategic acquisitions.”
Parthenon says it works closely with Cherry Bekaert’s audit side while staying out of individual audits.
Clearly, a short roster of investors — not necessarily the partnerships themselves — increasingly sets the pace, the targets and the technology budgets for CPA firms. Until recently, the CPA firms answered only to their own partners.
None of that is scandalous. Diversified investors routinely hold competing companies. Private-equity firms specialize by sector, which clusters their bets around related businesses.
Conflict-management machinery
In most industries, common ownership of rivals is ordinary and legal. But accounting is not like most industries. Its product is independence.
The consolidation wave is creating a new phenomenon: the same outside capital buying into the profession is also assembling rivals inside it, which means the conflict-management machinery that the profession built to police itself now must be aimed at its owners.
The cleanest way to describe the issue is not as an antitrust violation, because there is no evidence. Overlap is not misconduct.
The better frame is conflict management. When one investor stands behind several firms competing for the same clients, the same executives, the same technology, and acquisitions and growth capital, the appearance of divided loyalty can matter almost as much as a conflict itself.
Even the perception carries weight: a strong pull on the nonaudit side can “spill over to the audit side,” warns Jenelle Conaway, an accounting professor at Wake Forest University.
Expanding into adjacencies
Portfolio companies can find themselves fighting over “limited or unique resources, such as acquisition opportunities, executive candidates” — and over the time and attention of the sponsor’s own staff, says Michael Kendall, a partner at Goodwin Procter, the 1,800-lawyer global firm, and co-chair of its global mergers-and-acquisitions practice, in a Law360 article on adjacent portfolio-company conflicts.
The issue is intensifying in the accounting world. Firms are no longer selling just tax returns and audits. They are adding client accounting services, outsourced accounting, wealth management, cybersecurity, transaction advisory, technology consulting and artificial-intelligence-enabled workflow tools.
So as platforms expand into adjacencies, two businesses that began as neighbors become rivals — and a single sponsor ends up on both sides.
‘No safe harbor’
The conflict surfaces in ordinary decisions. When Grant Thornton and Wipfli, or Prosperity and Ampleo, want the same acquisition target or the same lateral hire, the sponsor behind both must decide who gets the call.
One platform may ask for capital to fund a move that would undercut another in the same portfolio. A private-equity professional may sit on, observe or influence more than one board. The sponsor holds models, due diligence work, referral relationships and market intelligence that could advantage one firm at another’s expense.
“There is no ‘safe harbor’ for such divided loyalties in Delaware,” warns a legal memorandum on designated directors from the disputes-only firm Quinn Emanuel.
Standard questions
Conflicts are a fact of life for the private-equity partners who serve on portfolio-company boards, and under Delaware law, those directors owe a strict, undivided duty of loyalty to the company itself, not to the sponsor that appointed them, the lawyers say.
Of course, the sponsor’s vantage point and the company’s are not always the same. A sponsor thinks in terms of fund returns, platform strategy and exit timing. A company board must think about the company in front of it.
The sharpest pressure point is information. A director seated by the sponsor generally gets the same confidential company information as any other director. But passing that information back to the sponsor, where it would harm the portfolio company, is itself a breach of loyalty. In a roll-up, those are standard board questions, not theoretical ones.
‘Claims of wrongdoing’
The exposure also runs to the sponsor itself.
A client alert from attorney Bruce Paige at Vorys, Sater, Seymour and Pease LLP in Columbus, Ohio, says a sponsor that directly acquires a competitor of a platform investment can face “potentially successful claims of wrongdoing from the existing portfolio company” unless it preserves that right in the deal documents from the start.
The firm’s remedy echoes the profession’s — appoint different directors to competing portfolio boards, and wall off what they know.
Conflicts and consequences
Conflict checking “has become even more consequential” now that private equity is moving into accounting, according to Intapp, the legal-services software firm whose tools include conflict-management.
For accounting firms, it adds a professional layer on top of the corporate one. Independence and conflict checks are not exotic ideas in the CPA profession. They are basic infrastructure.
Outside capital does not erase a CPA firm’s professional obligations. It complicates them.
CPAs know how to protect client information, avoid conflicts, preserve independence where it is required and protect trust in their judgment. A sponsor-backed platform that also shares ownership links with adjacent firms, software vendors and other professional-services businesses needs procedures explicit enough to survive courtroom scrutiny.
Misimpressions matter
Regulators are watching. The rules already bar an accounting firm from auditing its private-equity owner directly, or the funds that owner manages. They say much less about the owner’s other portfolio companies — the quiet space where the same money backs rivals. Firms now weigh a checklist that used not to matter: whether the same fund sits in both the audit firm and a portfolio company, whether that fund controls the company, and whether the sponsor’s directors overlap.
Paul Munter, former SEC chief accountant, has urged firm leaders to be alert to the message such arrangements send and to “stand ready to correct any such misimpressions.”
Waivers on opportunities
An Akin Gump summary of an SEC risk alert on private-fund advisers notes that the agency leans on an adviser’s fiduciary duty of loyalty — conflicts disclosed, mitigated where possible and consented to by sophisticated clients.
However, the SEC has flagged allocation decisions, multiple clients investing in the same portfolio company, co-investments, service-provider ties and material nonpublic information policies — all familiar vocabulary for regulators and compliance officers.
The safeguards are routine, including separate board representatives where feasible, corporate-opportunity waivers where the law allows, independent committees, full disclosure, recusal by conflicted directors, walled-off access to confidential information, written allocation policies, restricted lists and documented conflict checks.
Cousins, not clients
Goodwin Procter’s guidance suggests that when two portfolio firms chase the same target, the cleaner course is to let independent directors decide without the sponsor in the room.
Some firms are already drawing the line themselves.
Baker Tilly, now backed by Hellman & Friedman and Valeas, says it steers clear of auditing its investors’ other holdings.
“We don’t think it’s a good idea to audit our cousins,” says Jere Shawver, CEO of its U.S. audit arm.
The overlap takes a few recognizable shapes, and only some of them bite.
It’s complicated
Sponsors are stacking service lines: New Mountain across Grant Thornton and Wipfli, Unity pairing tax and accounting at Prosperity with outsourced finance at Ampleo, and Parthenon bolting Cherry Bekaert to the wealth manager Choreo.
PE operatives are putting their own portfolio companies in competition for the same clients, the same hires and the same targets. Sponsors that disperse across regions, or fold several brands into one, mostly do not.
Kendall notes that the concern sharpens when the rival companies have different groups of owners, not just a shared sponsor, minority co-investors or management stakes that pull in their own directions.
Sibling rivalry
The adjacency-creep is visible in the tuck-ins.
Grant Thornton Advisors is absorbing MCA Connect, a 350-person Microsoft consultancy in Denver — bought, as it happens, from another private-equity owner.
Wipfli has added a cybersecurity and compliance firm, and Cherry Bekaert has taken in outsourced-CFO and tax-specialist shops.
Each push carries an accounting platform further into services that a portfolio sibling already sells.
Buy-side advisers
The deal volume behind the trend is broad, not just New Mountain and Alpine. Charlesbank has logged 24 transactions through Aprio, TowerBrook 23 through EisnerAmper, DFW Capital 20 through Sorren and Audax 19 through Doeren Mayhew. The busiest engines are not always the largest platforms.
The concentration reaches the advisers, too. The same short bench of law firms turns up across competing platforms.
On the buy side, Kirkland & Ellis — the world’s highest-grossing law firm, with more than 4,000 lawyers — is the sponsors’ firm of choice, advising Parthenon on Cherry Bekaert and sitting across the table for New Mountain, Unity, TowerBrook and KKR.
Sell-side counsel
Simpson Thacher, private equity’s preeminent counsel since the buyout era began, plays both sides, sitting in on the deals of three rival sponsors — and, to manage the obvious, running each through a different lead partner.
On the sell side, a still smaller bench dominates.
The Chicago firm Vedder Price has advised Grant Thornton, Wipfli, Choreo, Aprio and Baker Tilly.
The global finance firm Dechert has counseled Grant Thornton, Moss Adams and EisnerAmper.
Super lawyer
The closest thing the deal wave has to a constant is a single lawyer.
Matthew Bosher of Hunton Andrews Kurth — the firm whose accounting-profession practice he leads — appears in the firm’s broader engagement record on more than 20 accounting-PE matters, across competing platforms and on both sides of the table, once representing New Mountain as a buyer while sitting opposite New Mountain on another firm’s sale.
“It’s probably wrong to think of private equity in a monolithic way,” says Bosher.
The lawyers wrestle with the same hard question the boards do. Both the audit firm and the sponsor weigh independence at the start of every deal, and, as Steven Berger, a Vedder Price partner, says, “there is no one answer.”
The Lawyers Behind the Money
The law firms — and one lawyer — at the center of private equity’s roll-up of the accounting profession.
Matthew Bosher
Bosher turns up in Hunton’s broader engagement record on more than 20 accounting-PE matters across directly competing platforms — Grant Thornton, Wipfli, Cherry Bekaert, CohnReznick, Citrin Cooperman, Cohen & Co., Armanino, Sikich, Schellman — and, unusually, on both sides of the table. He has advised New Mountain as the buyer of Grant Thornton while sitting across from New Mountain as counsel to Wipfli. Same lawyer, rival platforms, opposite chairs.
| Practice | Leads Hunton’s Accounting Profession Defense; co-leads Accounting Firm M&A |
| Credentials | Former chair, Virginia Board of Accountancy; Chambers-ranked, Accountant & Auditor Liability (2026) |
| Sides played | Firm-side and sponsor-side — the conflict the profession is debating, in one résumé |
Not every overlapping investment is improper. But overlapping ownership creates a duty to manage the overlap.
In a profession built on independence and public trust, the appearance of conflict can become a business risk before it ever becomes a legal one.
Who answers to the client?
The first phase of private capital in accounting asked whether outside investors could buy in. They can, and they have — 500 times and counting.
The next phase asks something harder: whether the emerging system can show that each firm — and each board, each adviser — still answers to the client. Not to a portfolio strategy that the client cannot see.