Merging? Protect Your Staff

Five young business people at work in an office setting.If your people matter, show it.

By Marc Rosenberg
CPA Firm Mergers: Your Complete Guide

When a CPA firm acquires or merges in a smaller firm, it is common for the seller’s staff to be employed by the buyer.

MORE: Cherry-Pick Your Merger Partner | 34 Steps to Implement a Merger | M&A: The Six Types of Due Diligence | Why Solo CPAs Need PCAs | Where Mergers Go Wrong
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In this situation, there are two very important documents to be executed between the buyer and the seller’s staff:
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Twelve Tips for Negotiating Mergers

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

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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CPA Firm Partner Agreement Essentials

…vs. Non-Equity Partner Common Weaknesses and Omissions in Partner Agreements Summary of Provisions and Common Ways to Handle Them ADDITIONAL CONTRIBUTORS and CONSULTING EXPERTS: Fontaine Peter Fontaine, a CPA Trendlines…

Making Mergers Work: Special Report [eBook]

…the acquired firm, regardless of whether elements of the seller’s culture are objectively superior to the buyer’s, according to R. Peter Fontaine. In “Cultural Optimization,” Fontaine explains how to begin…

M&A Surges Ahead Despite COVID Crisis

https://cpatrendlines.com/2020/06/10/ma-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 →

Indemnification Helps Partners Sleep Well

Businessman sleeping with a giant dollar bill for a blanket7 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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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.

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