Peter Fontaine, Author at CPA Trendlines

The Six Types of Due Diligence You Need before Merging

Don’t 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.

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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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MERGERS & ACQUISITIONS

Five Can’t-Skip Steps for Due Diligence

Don’t let deal fatigue lead you to shortcuts.

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.

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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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MERGERS & ACQUISITIONS

M&A Surges Ahead Despite COVID Crisis

But key trends, logistics, and legalities are changing.

By R. Peter Fontaine

Given the enormous disruptive effect of the COVID-19 crisis, it is surprising that mergers and acquisitions are still very much near the top of the accounting firm agenda.

MORE on CPA FIRM M&A: New Rules: Covid Shifts M&A Landscape | Merging in Sellers: What You Need to Know | Five Keys to Successfully Selling a CPA Firm | Mergers: What Could Go Wrong? | 10 Questions to Ask Yourself Before Buying an Accounting Practice | Buyers Name 20 Big Merger Turnoffs | Why Firms Merge: Hint, It’s Not for the Clients | Five Key Decisions for Your Exit Strategy

Coronavirus crisis updates: Start here for a guide to all our coverage.

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In a word, sellers want to sell – and – buyers want to buy. We will examine the reasons we have seen that contribute to the continued strength of acquisitions; as well as the changes and challenges confronting buyers and sellers in a COVID world. READ MORE →

FEATURED

Indemnification Helps Partners Sleep Well

7 common conditions.

By R. Peter Fontaine

Whenever a professional liability lawsuit is lodged against an accounting firm, chances are one or more of the firm’s partners will be named. They are “front and center” in the client relationship, and the client looks to the partner to make sure everything is right.

MORE: The Physics of Accounting Firm Mergers | A Lawyer’s Guide for Spring Cleaning Your Accounting Firm | 6 Types of Due Diligence Procedures | Cultural Optimization: Making Mergers Successful | What to Ponder Before Issuing a Letter of Intent | The Four Ways ‘Non-Competes’ #FAIL in the Social Media Age
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Current and former partners of CPA firms are wise to ask, “How am I covered in the event of a lawsuit is brought against me?” With the right indemnification and professional liability insurance coverage, both active and former partners should be able to sleep well at night.
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CHECKLIST

15 Partner Agreement Weaknesses and Omissions

Make sure your agreement meets CURRENT standards.

By Peter Fontaine
CPA Firm Partner Agreement Essentials

Too many firms suffer from major – often hidden – weaknesses and omissions in CPA firm partner agreements.

MORE: When Solos Bring in Partners | 8 Key Items for Partner Agreements | 14 Partner Agreement Issues in Mergers | Partner Duties, Prohibitions and Grounds for Expulsion
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Start with this checklist to test yours.

Peter Fontaine

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Peter Fontaine, a CPA Trendlines expert author, is the founder and managing partner of NewGate Law. Before launching NewGate in 2012, he was the general counsel at McGladrey and assistant general counsel at Arthur Andersen. Peter works exclusively with CPA firms. He is also a contributor CPA Firm Partner Agreement Essentials and to the CPA Trendlines publication Making Mergers Work: Special Report [eBook]. He has served as chief legal counsel for professional services firms for more than two decades. Before establishing NewGate Law, Peter held the general counsel post at McGladrey LLP, and was responsible for the company’s legal, compliance, risk management, and government relations functions. Peter was also a partner at Arthur Andersen LLP, where he managed the legal support for its global business consulting practice. Prior to entering the accounting industry, Peter had a lengthy career at Maynard, Massachusetts based Digital Equipment Corporation, and was general counsel of its professional services division. Peter is an honors graduate of the College of the Holy Cross and the New England School of Law, both in the Boston area. Peter is a member of the American Bar Association, Association of Corporate Counsel and American Institute of Certified Public Accountants. Peter’s areas of expertise include:

Accountancy regulation
Acquisitions & divestitures
Employment and partnership matters
Litigation management
Corporate governance
Enterprise risk management
Intellectual Property
International transactions
Marketing

Peter can be reached at pfontaine [@] newgatelaw.com.

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