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Deal Structure

Are Non-compete Agreements Now Unenforceable?

Originally published in AccountingToday July 2021
Does an executive order make the restictive covenants that most accounting firms rely on to perfect the value of a transaction between a buyer and a seller or owner and firm unenforceable?
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A Two-Stage Solution to Succession Procrastination

Originally published in Journal of Accountancy, October 2013
Deal structure provides a path to retirement for CPAs who fear a loss of control or income.
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How to Properly Value Your CPA Firm

Originally published on accountingWEB, December 2019
Firms looking toward an external succession via a merger want to know what they should expect to be paid, or conversely, those looking to acquire a practice want to get an estimate of what they would pay in today’s M&A market.
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Making 2+2=5 in a Merger

Originally published in AccountingToday, October 2018
The real test in assessing a target firm for a potential merger or acquisition is evaluating how profitable the seller’s practice will be once combined with the acquiring firm’s operating environment..
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The Flawed Economics of Admitting New Partners

Originally published in AccountingToday, August 2018
If you have ever bought a practice off the street, you know you can't keep paying the seller their historical level of full-time compensation and pay for the practie purchase at the same time. Yet many internal purchase arrangements are set up under the same flawed economics.
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Mergers and Acquisitions of Accounting Firms

Originally published in The CPA Journal, December 2017 
Mergers and acquisitions are a typical way for accounting firms to grow, expand into new markets, build expertise, and provide for succession. But not all mergers are true combinations of equals, not all firms are ideal matches, and not all acquisitions are structured the same way.
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Pricing Issues for Midsize and Large Firm Sales

Originally published in The Journal of Accountancy, November 2014
It's no simple task for accounting firm owners to figure out how much they should be paid when they are looking to sell. The job is especially complex for firms with at least five owners.
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Pricing Issues for Small Firm Sales

Originally published in The Journal of Accountancy, October 2014
For CPAs looking to sell their accounting practice, it can be a big plus to be in a small firm. That's because small firms generally can command higher multiples than big firms, and external sales usually produce higher prices for accounting practices than internal ownership transfers.
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Alternative Deal Structures for Succession

Originally published in the Journal of Accountancy January 2014
For CPAs in public practice, the path to retirement usually follows one of two roads - an internal succession or a sale to an external buyer, with the external route offering additional options.
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Seven Steps to Closing a Succession Sale

Originally published in Journal of Accountancy, December 2013
The key to a successful merger or acquisition is keeping the process moving. For firm leaders, there is rarely any item of greater importance than a merger they are pursuing. The adage time kills all deals is absolutely true with mergers.
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Bridging Compensation Gaps in a Merger

Originally published in the Journal of Accountancy January 2012
Accounting-firm mergers must overcome numerous obstacles. One of the most common—and challenging—involves compensation and benefits for partners and staff. Merging firms usually have differences in compensation levels, compensation methods and benefits packages. It’s crucial for staff and partner retention that the merging firms combine the varying systems into one without people feeling like they came out losers.
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The Great Mystery: How Do Billing Rates and Profitability Affect a Firm’s Worth?

Originally published in the Practicing CPA by the AICPA July/August 2011

When you are buying a CPA firm, historical profit is almost irrelevant. Even less relevant are the partner billing rates. What? How can that be? When establishing the value of any business isn’t its profitability the most important metric to consider? Isn’t partner billing rates the most important way to know if two firms are a good fit?
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Who Would Run Your Firm? Practice Continuation Agreements Help Plan For the Worst.

Originally published in the Journal of Accountancy by the AICPA February 2011
There comes a time when every sole practitioner or small firm owner needs to consider the consequences of a disruption in leadership of his or her CPA practice. Illness, disability, family obligation or death can be devastating for the CPA’s clients, family and employees. Proper planning, however, can mitigate the consequences.
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