Your Complete Guide to How Mergers REALLY Work
By Marc Rosenberg CPA
“Comprehensive! You’ll know what to expect, and how to make a deal that serves your purposes, whatever they may be.” – AccountingToday
For sole practitioners and firms of all sizes. Buyers and sellers. All the toughest issues from A to Z. With 152 pages of instructions, case studies, sample letters, checklists, and worksheets.
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LEARN HOW MERGERS WORK
- Ask the right questions
- Understand the other side
- Firm-up your buyout
- Satisfy old clients and attract new ones
- Attract new partners and nurture new talent
- Achieve your growth objectives
- Make more money
- Overcome the fears.
- Assess the reasons for a deal
- Examine the personalities and cultures
- Do your due diligence.
- Set crystal-clear expectations
- Understand your new role, opportunities, and rewards
THE GUIDE FOR EVERY FIRM
CPA Firm Mergers: Your Complete Guide addresses all types of mergers and all firm sizes:
- Smaller firm merging into a larger firm (upward merger)
- Larger firm merging in a smaller firm (downward merger)
- Mergers of equals:
- Two firms close in size merging together ("sideways" merger)
- Two firms of different sizes merging together, but the gap in size is small enough that the smaller firm is able to freely negotiate terms.
TACKLE THE TOUGH ISSUES
- Name of the firm
- Partner income allocation method
- Partner agreement including partner buyout plan
- How the firm will be managed
- Tax software that will be used
- Format of client financial statements
- Is it really a merger? Or, an acquisition?
- Equity and non-equity partners
PRACTICAL GUIDANCE ON EVERY PAGE
- How firms attract the best merger partners, page 12
- The 15 essential terms and definitions, page 16
- The 21 major steps that can't be skipped, page 27
- Why paying one times fees is a steal, page 33
- How to make paying 1.2 to 1.5 times pay off, page 35
- The 14 provisions every letter of intent must include, page 47
- How smaller firms can profit by merging up, page 77
- The 33 questions larger firms should ask smaller firms, page 113
- The right way to conduct due diligence reviews – especially when you're already "old friends," page 125
[With NEW! additions from earlier edition.]
CHAPTER 1: INTRODUCTION - Do Mergers Work? NEW!
CHAPTER 2: THE BASICS OF MERGING NEW!
What Makes An Attractive Merger Partner
Keys to a Successful Merger
Major Merger Terms NEW!
How Mergers Can Go Wrong
CHAPTER 3: MERGER PROCESS STEP-BY-STEP
CHAPTER 4: STARTLING REVELATION: 1 X FEES IS A STEAL! NEW!
CHAPTER 5: BEFORE NEGOTIATIONS BEGIN NEW!
Data Needed to Evaluate a Merger
CHAPTER 6: THE LETTER OF INTENT NEW!
2nd & Subsequent Meetings NEW!
Case Studies NEW!
Provisions to Include in the LOI NEW!
CHAPTER 7: MERGER NEGOTIATIONS NEW!
Critical Issues NEW!
CHAPTER 8: UPWARD MERGER: SELLER PERSPECTIVE
Benefits to Merging Up NEW!
Assessing a Merger Opportunity
Specifics the Smaller Firm Should Expect NEW!
Screening Questions: Data to Request
CHAPTER 9: DOWNWARD MERGER: BUYER PERSPECTIVE
Why Merging in Small Firms is Such a Fabulous Deal NEW!
Why Firms Want To Merge in Smaller Firms NEW!
Merging in a Smaller Firm: What to Expect NEW!
Checking Out a Merger Candidate
CHAPTER 10: MERGER OF EQUALS
CHAPTER 11: MERGERS OF SOLE PRACTITIONERS NEW!
CHAPTER 12: DUE DILIGENCE REVIEWS NEW!
Steps In The Due Diligence Process NEW!
6 Types of Due Diligence Procedures NEW!
CHAPTER 13: PRACTICE CONTINUATION AGREEMENTS
CHAPTER 14: IMPLEMENTING THE MERGER NEW!
Implementation Checklist NEW!
APPENDIX I: CONFIDENTIALITY AGREEMENT
APPENDIX II: SAMPLE CONSULTANT AGREEMENT
APPENDIX III: SAMPLE LETTER TO MERGER CANDIDATE NEW!
ABOUT THE AUTHOR
MARC ROSENBERG, CPA
CPA Trendlines commentator Marc Rosenberg is a nationally known consultant, author, and speaker on CPA firm management, strategy and partner issues. President of his own Chicago-based consulting firm, The Rosenberg Associates, he is founder of the most authoritative annual survey of mid-sized CPA firm performance statistics in the country, The Rosenberg Survey, also available here from the CPA Trendlines Store. He has consulted with more than 700 firms throughout his 20+ year consulting career. Accounting Today magazine annually acknowledges Marc Rosenberg as one of the 100 most influential people in the CPA profession and INSIDE Public Accounting has repeatedly recognized him as one of the ten most recommended CPA firm consultants in the country.
To see more of his work for CPA Trendlines, click here.