Description

The book is approved by the Board of Accountancy as an open book test for 10 CPE credit hours and is considered the definitive guide to the mergers and acquisitions of CPA, tax and accounting firms. It documents more than two decades of transactional experience into a clear, practical reference for owners, partners and acquirers.

Table of Contents

• Frequently Asked Questions
• Confidential Agreement
• CPE Exam Questions
• Ten Steps to the Merger & Acquisition of CPA Firms

• Introduction
• Acquisition Strategies
• Acquisition Analysis
• Acquisition Plan
• Buy-In, Buy-Out Strategy
• Buy–In Question/Answers
• Operating & Buy-Sell, Issues
• Frequently Asked Questions
• Merger Business Plan
• Merger Issues
• Smaller Firms Buying Larger

• Performance Evaluation Summary
• Valuation Charts
• Valuation Outline
• Market Comparison Chart
• Attributes that Add or Diminish Value

• Introduction
• Practice Presentation Documents
• Practice Analysis Questionnaire
• Practice Profiles; Blank & Samples (3)
• Acquisition Highlights
• Executive Summaries
• Real Estate Questionnaire

• Compatibility Issues
• Compatibility Analysis
• First Meeting Itinerary/Interview
• Merger/Acquisition Questionnaire
• Characteristics of Buyers and Sellers
• Buyer Profile
• Confidentiality Agreement

• Economies of Scale Summary
• Financing the Transaction
• Owner’s Compensation and Add Backs
• Information Required by Banks
• Economies of Scale Summary
• Acquisition Analysis
• Payout Analysis
• Combined Economies of Scale # 1
• Combined Economies of Scale # 2
• Monthly Projections, Small
• Monthly Projections, Large
• Term Sheet Financing Assets & Liabilities

• Letter of Intent Issues
• Allocation of Purchase Price
• Payments Based on Collections
• LOI One Year Adjustment – Blank
• LOI One Year Adjustment – Sample
• LOI Payment Based on Collections

• Due Diligence List Small Firm
• Due Diligence List Large Firm
• Due Diligence In-depth Questionnaire
• Technology Questionnaire
• High Risk Clients – Questionnaire

• Summary of Legal Documents
• Bill of Sale (Blank)
• Covenant not to Compete (Blank)
• Escrow Agreement (Sample)
• Certificate Of Seller’s Officers (Blank)
• Corporate Resolution (Blank)
• Guaranty Agreement (Sample)
• Sample Asset and Purchase Agreement with all Exhibits
• (Special Supplement for Contracts, Call for Prices)
• Asset and Purchase Agreements (APA)
  • Blank APA with Exhibits
  • APA for Certain Assets (Blank)
  • APA of SEC Clients (Sample)
  • Real Estate #1 (Sample)
  • Real Estate #2 (Sample)
• Buy/Sell Agreement – No Equity
• Partnership Agreement (Blank)
• Operating Agreement for LLCs (Blank)
• Operating Agreement (Sample)
• Shareholders Agreement – Short (Blank)
• Shareholders Agreement – Long (Sample)

• Closing Documents Checklist
• Documents Required by Banks
• Closing Statement

• Transition Items Checklist
• Post Closing Items Checklist
• Letters to Clients about Sale/Merger #1
• Letters to Clients about Sale/Merger #2