case studies reveal potential loi issues

model train derailed as model workers look on8 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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how partners view compensation: it’s not all about the money

businessman on the ladder attracts dollar notes using a magnet. sky with clouds on the background.

it’s more than a dollar figure – it’s a ranking.

by marc rosenberg

in an ideal world, partners could objectively discuss and debate the firm’s partner compensation system without regard for its impact on their individual earnings. but of course, we don’t live in an ideal world. it’s almost impossible for partners to weigh in on the system without thinking about its impact on their individual earnings.

more on partner compensation: why most partner comp systems are performance-based

this is the essence of why partner compensation is such a sensitive and critically important topic to partners.

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nine factors for dividing the partner pie

cut pie chart on plate flanked by fork and knifehow to decide who gets how much voting power.

by bill reeb and dominic cingoranelli

people who can lead, develop, train and supervise others are worth much more than those who can just make themselves faster, better and stronger.

equity ownership allocation is a critical success factor if you expect your firm to continue after you leave.  for many firms, reallocation of equity ownership is or will be an important part of succession planning.  while it can cause some anxiety for your owners’ group as you go through the process, it’s better to confront the issues now, to help ensure that your firm is in good hands after your leave. it’s not necessarily easy, but it must be addressed for long-term success.

more on performance management: hazards of not reallocating equity | the pitfalls of equity allocation and reallocation | develop your employees or suffer the consequences | cpa firm performance assessments: 15 core competencies, 21 questions | do cpa firms need management or leadership?

when you are deciding which partners should have more say (or less say, which is just as important), you need to consider issues such as whose judgment partners trust, who is pulling the wagon, who consistently acts in the firm’s best interest, or who is viewed as a current or future leader. with this in mind, here are nine areas to evaluate or each partner: read more →

what to ponder before issuing a letter of intent

generic business letter of intentthe difference between the first and second meetings.

by marc rosenberg and peter fontaine*
cpa firm mergers: your complete guide

for now, let’s define the letter of intent as a written offer made by the buyer to merge in or acquire the seller. (a thorough definition is given later in this post.) it is a relatively short, simple, non-binding offer, subject to

  • further negotiations,
  • performance of due diligence and
  • a formal vote by the buyer’s partners.

more on mergers: want to merge? ask for data | merger prep: getting to know you | one times fees is a steal! | the merger process in 21 steps | looking to grow your firm? how to find a seller in four steps | 13 ways to screw up a merger | 15 can’t-skip merger terms to decide | 14 keys to a successful merger | mergers 101: when negotiations aren’t really negotiations | 5 steps to take before merging

before the loi is prepared

the first meeting was the “get-to-know- you” meeting. the purpose of this meeting was simply to introduce each firm to the other, give each a chance to “kick the tires,” get a feel for the personality and style of the other and to share some very basic information, all of which is designed to help each firm decide if they wish to go to the next stage. read more →