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MERGERS & ACQUISITIONS

What to Ponder Before Issuing a Letter of Intent

Generic business letter of intentThe difference between the first and second meetings.

By Marc Rosenberg and Peter Fontaine*
CPA Firm Mergers: Your Complete Guide

For now, let’s define the letter of intent as a written offer made by the buyer to merge in or acquire the seller. (A thorough definition is given later in this post.) It is a relatively short, simple, non-binding offer, subject to

  • further negotiations,
  • performance of due diligence and
  • a formal vote by the buyer’s partners.

MORE ON MERGERS: Want to Merge? Ask for Data | Merger Prep: Getting to Know You | One Times Fees Is a Steal! | The Merger Process in 21 Steps | Looking to Grow Your Firm? How to Find a Seller in Four Steps | 13 Ways to Screw Up a Merger | 15 Can’t-Skip Merger Terms to Decide | 14 Keys to a Successful Merger | Mergers 101: When Negotiations Aren’t Really Negotiations | 5 Steps to Take Before Merging

Before the LOI Is Prepared

The first meeting was the “get-to-know- you” meeting. The purpose of this meeting was simply to introduce each firm to the other, give each a chance to “kick the tires,” get a feel for the personality and style of the other and to share some very basic information, all of which is designed to help each firm decide if they wish to go to the next stage. READ MORE →

MANAGEMENT

The Four Ways ‘Non-Competes’ #FAIL in the Social Media Age

How friending, liking, connecting or Tweeting can come back to haunt you. 

By R. Peter Fontaine
NewGate Law

It is axiomatic that the only true assets of any accounting firm are its clients and its people.  These relationships are typically protected through a legal agreement between the firm and its people.  Known as restrictive covenants (or, colloquially, as “non-competes”), under these contracts former partners and employees are prohibited from soliciting or serving firm clients, and soliciting or hiring firm employees.

Restrictive covenants are becoming increasingly more significant in the accounting industry because of the growing mobility of and competition for a scarce workforce and partner and employee “fallout” following a merger. The ever expanding popularity of social media only contributes to the uncertainty surrounding the enforceability and effectiveness of post-employment restrictions.

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