Last year I bought my first accounting practice, a $1.2 million firm with about 340 clients. I bought my last a month ago, smaller, around 150 clients. The first taught me most of what I didn't know going in. The rest is where I'm trying to apply it.
Before deal one, I read everything I could find. Valuation models. Integration playbooks. M&A case studies from the big aggregators. Most of it was either too abstract to act on or too optimistic to trust. Here's what I actually learned: what was missing from the books, and what I'd tell myself if I were starting over.
A note on timing: I'm only twelve months into this. The lessons below are about the process and the early indicators, not about long-term outcomes, which I don't yet have data to claim.
1. Most retiring CPAs aren't selling a business. They're selling their way out of running one.
The single biggest reframe I had to make was understanding what these sellers actually want. The narrative on both sides (broker pitches, finance content, even the way I thought about it going in) treats the seller as a business owner monetizing an asset.
That's not what's happening. Most of the practice owners I've talked to aren't business owners in any meaningful sense. They're craftsmen with assistants. They love client work. They love understanding small business owners' situations. They love being the person someone calls when something complicated happens with the IRS.
What they don't love, and what's pushing them toward a sale, is the operational layer. The day a server is down. The week the email migration breaks. The hire who doesn't work out. The rent renewal. The HR question. The software upgrade. The hour spent on something that has nothing to do with serving a client.
When I started seeing sellers this way, the conversations changed. The deal isn't "I'm taking over your business." It's "I'll absorb the parts of running this place that exhaust you, and you can keep doing the parts you love for as long as you want." That framing, more than any term sheet, is what gets a real conversation started. And it shapes the deal structure: the right transition isn't a clean break, it's a graceful unwinding from operations while preserving the parts of the work the seller actually values.
2. Due diligence on the books is not due diligence on the business.
On our first acquisition, we spent weeks on the financials. Revenue per client, retention metrics, fee schedules, and AR aging. We built spreadsheets on top of spreadsheets. We felt prepared.
What we didn't fully understand until we were inside the firm: the real asset wasn't in the P&L. It was in the seller's cell phone. He'd been the personal point of contact for hundreds of clients across many years. Some of them had never spoken to anyone else at the firm. The financial model captured none of that, and yet that's where most of the firm's value lived.
If I were doing a deal one over, I'd spend less time in the books and more time understanding exactly how each tier of clients related to the seller personally. Who called him directly? Who only ever dealt with staff. Who was on autopilot? The map of those relationships is the actual asset map. The P&L is just its shadow.
3. The seller's post-close involvement isn't a nice-to-have. It's the deal.
For the first acquisition, the seller agreed to a three-month active transition, with a longer tail for availability for questions and informal client touchpoints. He introduced us to clients through a series of personal emails and a few joint calls. He stayed accessible.
The thing I learned from that arrangement is that the transition period isn't really about knowledge transfer. The systems can be documented. The processes can be taught. What can't be transferred quickly is trust. And trust doesn't transfer through an email announcement. It transfers through the seller, saying, in their own voice, "These are my people, you're in good hands." Repeated several times, in different forms, over months.
When I think about future deals, I won't close without a meaningful seller involvement period. Three months of active engagement is the minimum required to produce a clean trust handoff. Less than that, and the buyer is starting from cold every time a client has a moment of doubt. I'd pay more for a deal with longer involvement than less for a deal with a fast exit.
4. Sellers keep taking client calls long after close. Pay them for it.
Eight months after closing on the first acquisition, the seller still gets calls from his old clients. Not many, but they happen. A client has a question, defaults to the number they've been calling for years, and the seller picks up. He doesn't bounce them to me. He answers, helps if he can, loops us in if he needs to.
I didn't anticipate this, and the agreement we wrote didn't really cover it. The transition was scoped to three months of active. After that, technically, he was off. But "technically off" doesn't reflect how clients actually behave, nor how a seller who genuinely cares about his clients behaves. These sellers built decades-long relationships. They don't stop caring about those people on the day a wire transfer hits. Why would they?
What I learned: this isn't a problem to negotiate away. It's a feature of the deal that should be paid for. The seller who keeps taking calls from his clients a year after close is doing free customer-success work that protects retention. The clients are getting continuity. The seller is staying connected to people he cares about. Everyone wins, except in a poorly structured deal the seller is working for free.
Going forward, I think about this differently. There should be a small ongoing engagement built into the deal (call it a retainer, an advisory fee, whatever fits) that acknowledges that sellers in this business remain attached to their clients long after the formal transition ends. Pay for it explicitly, even when nobody asked you to. The seller appreciates the recognition. The clients keep the relationship they want. And you, as the buyer, get a level of post-close cooperation that no contractual clause could have produced.
The broader principle: in this kind of acquisition, the relationships don't end at close, and pretending they do, or worse treating the seller's lingering involvement as a nuisance, is a way to break something valuable. Honor it instead. Build it into the structure. Pay for it.
5. Client-facing staff are the asset. Everyone else is a question.
When we started thinking about what we were buying, my mental model was "the firm." The clients, the staff, the office, the systems, one bundle. That's wrong. The bundle has tiers, and the tiers behave very differently after a sale.
Client-facing staff (the bookkeeper who answers daily client emails, the tax preparer who knows the family's situation, the senior accountant who handles advisory conversations) are the asset. They are essentially co-owners of the client relationship the seller has built. Lose them, and you start losing clients within weeks. Retain them, and the transition is largely invisible to the people on the other end of the phone.
Non-client-facing staff is a different question. Some of them are valuable in ways that aren't obvious: they hold institutional knowledge, keep the back office running, and are the reason the system works at all. Others are doing work that AI and modern tools handle well, and the honest path forward involves training them toward client work or finding the role that fits the new operating model.
The mistake I think most acquirers make is treating all staff identically: either keeping everyone on the same compensation and in the same roles, or restructuring everyone at once. Neither is right. The work of figuring out who does what, who wants what, and what role each person plays in the post-acquisition firm has to be done person by person.
6. The deal is built in side conversations, and what you negotiate hardest for is what you get minimum compliance on.
Two things about how these deals actually get done that I didn't fully appreciate until I was inside one.
The first: most of what determines whether a transition works gets shaped before and outside the formal negotiation. Coffees, dinners, calls about nothing in particular. The seller's spouse, who joins for a meeting and asks one question that reshapes the entire conversation. The drive home after a site visit, where you talk through what you actually saw. By the time you're trading term sheets, the real deal is mostly done.
This is harder for buyers from a finance background, who think the negotiation is the deal. It isn't. The negotiation is the documentation of agreements that were reached, or weren't, in the conversations around it. If those conversations went well, the negotiation is mostly procedural. If they didn't, no amount of clever drafting would save the transition.
A specific lesson from this: never negotiate without understanding the seller's home ecosystem. Most sellers are 60+, married, and the decision to sell is a family decision. The buyer who never meets the spouse is operating with half the picture. Sometimes the spouse is the more skeptical party. Sometimes they're the ones quietly pushing the seller to wrap it up. Either way, you need to know.
The second: anything you push hard into a contract gets executed to the letter and no further. The things that actually drive transition success (proactive client introductions, warm handoffs, the willingness to take a call from a confused client months later) happen because the seller wants to, not because they were contractually obligated to. Negotiating hard against those instincts is self-defeating. You win the clause and lose the cooperation it was supposed to enforce.
Together, these point toward the same thing: in accounting M&A, the deal is more about the relationship than the document. Build the relationship, and the document mostly takes care of itself. Try to build the deal through the document, and you'll find the relationship hollows out underneath you, and the document can't carry the weight on its own.
What I'd tell myself before deal one
If I could go back, I'd say this:
The seller is selling exit from operations, not exit from the work. Build the deal around that.
The spreadsheet is the easy part. The hard part is understanding the human relationships you didn't build and can't fully control.
Pay for the transition. A seller who stays engaged for three months is worth more than a 0.5x reduction in multiple.
Pay for what continues after the transition, too. Sellers keep taking client calls long after close. Recognize and structure for that, even when nobody asked you to.
Treat client-facing staff as an asset. Treat everyone else as a question worth taking time to answer.
The deal is built in side conversations, not at the table. Build the relationship; the document mostly takes care of itself. And what you negotiate hardest for is what you get minimum compliance on.
None of this was in any book I read. Maybe it can't be. Every deal is its own story, with its own people and its own fragile dynamics. But the pattern keeps coming back to the same place: in accounting M&A, the human stuff isn't the soft stuff. It's the whole thing.
If you've been thinking about what's next for your practice, we're happy to talk. No pressure, no timeline.