here’s what you’re looking for: marc rosenberg

smaller, larger firms likely have different concerns.

by marc rosenberg
cpa firm mergers: your complete guide

mergers succeed in direct proportion to the effort made by both firms to

1. ask lots of questions,
2. agree on as many merger implementation issues as possible before the merger takes place and
3. openly share as much of their “dirty laundry” as possible to minimize surprises.

more on mergers: 14 provisions to include in a letter of intent | case studies reveal potential loi issues | want to merge? ask for data | plant seeds to turn up merger candidates | looking to grow your firm? how to find a seller in four steps

don’t assume anything. when you sit down for your first merger negotiation meeting:
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avoid promising to “negotiate in good faith.”

by marc rosenberg
cpa firm mergers: your complete guide

letters of intent should be drafted cautiously and with as much detail and precision as possible. this avoids potentially fatal misunderstandings or disagreements around key terms later in the process.

more on mergers: case studies reveal potential loi issues | what to ponder before issuing a letter of intent | want to merge? ask for data | one times fees is a steal! | the merger process in 21 steps | plant seeds to turn up merger candidates | 13 ways to screw up a merger | 15 can’t-skip merger terms to decide | 13 reasons accounting firms merge | 5 steps to take before merging

an loi is too often seen as a non-binding jumping-off point, with no real consequences. this is not exactly true. for starters, an attempt by one party to change a material term in the loi can be characterized by the other party as an act of bad faith or a breach of trust, which can
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8 ways to drive a merger off the rails.

by marc rosenberg
cpa firm mergers: your complete guide

as you will see from reading these examples of issues i have seen arise at second meetings, touchy or sensitive items are much more easily dealt with before the letter of intent is prepared than after.

more on mergers: what to ponder before issuing a letter of intent | want to merge? ask for data | merger prep: getting to know you | one times fees is a steal! | the merger process in 21 steps | 13 ways to screw up a merger

the discussion at this second meeting steers the parties closer to a mutually acceptable transaction in the direction that the seller is looking for, thus minimizing contentious issues that often arise when an loi is issued that amounts to a “stab in the dark” by the buyer.

here are some agenda items for second meetings i have recently led:

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