Following
a performance, the great Louie Armstrong was once questioned by an interviewer
about his definition of jazz music.
“Satchmo”
glared at the writer and curtly replied, “Man, if you gotta ask, you’ll never
know.”
I
thought about that long-ago response by one of America’s musical icons and its
seemingly anachronistic application to the M&A arena.
Six
years into my second life as a consultant to the accounting profession, I’m
still amazed about how many of our existing or potential clients are still
unsure of what success looks like.
Sometimes
you do have to ask.
Case in
point.
I once questioned the owners of a firm in
critical need of a succession plan why they had in fact chosen a firm I felt
was far too large for them to assimilate and have any subsequent voice in
governance. The firm’s managing partner replied, “Because they’re bigger than
us.”
I could have
made an off-color joke about size and how it matters, but like I tell every
seller hopeful or every attendee in a CPE session that bigger isn’t always
better. Yes, larger firms do offer a number of advantages – more resources, a
greater platform of services for cross-selling etc. But sheer size isn’t always
the answer to a firm’s lack of succession.
No,
bigger isn’t always better, but you know what? Better is better.
Another
client who was mulling a merger had, like the example above, already selected
their affiliation partner. When I asked as to why, my inquiry was met with an
attitude of “How could you ask that?" Apparently, they were chosen because their
soon-to-be-partner had executed several mergers over the past years and that
M&A pedigree is what attracted the seller practice.
Yes,
experience surely helps but then again, under that premise, if someone has been
married four times, then would the fifth time will be the one that lasts because
of their experience in heading to the altar?
There
was no discussion of the partners’ or staff roles going forward, expectations
or new business incentives. Well you get the idea.
I
cringed at the image of what the ensuing due diligence process would look like.
There
are several reasons behind firms seeking to merge and I won’t veer off on a
tangent and list all of them here, but one universal thread should be that it
will help ensure the continued success of the mergee.
And
don’t be shy about asking.
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