Tuesday, December 15, 2020

Don’t Make Me Stop This Car…



It what seems like a lifetime ago, our family piled into a cherry red 1961 Rambler American and embarked on a summer road trip to scenic Cape Cod. During the four-hour drive, my brother and I like typical 8-and 6-year-olds, became bored playing the usual driving games like spotting out of state license plates and began an impromptu wrestling match in the back seat – an act that drew dire warnings from my father who threatened to stop the car on at least three occasions in the middle of the Massachusetts Turnpike.

Once there, we unpacked and headed out to lunch. This is where unanimity went out like the Cape Cod tide. Since we’re in prime seafood country, my parents pulled alongside an oceanfront fish house. At that age, the thought of fried flounder or baked clams took a far back seat to a burger and hot dogs and we let them know in no uncertain terms of our menu preferences. Sadly, our voting and monetary leverage on the matter was as close to zero as possible and we were forced to settle for fish sticks and an oversized bowl of clam chowder.

I was too young at that point to realize the importance of everyone being on the same page, a concept I learned, often painfully, as I got older. Yet it never ceases to amaze me how many CPA firms overlook that critical consensus – particularly when contemplating a merger.

Case in point. I recently had a lengthy conversation with the managing partner of a four-owner firm in the Northeast, of which three of the partners would be exiting over the next three years. With no one on the bench to make up for the lost capacity this was a textbook case of ensuring any kind of future at all via an upstream merger and the partner was in absolute agreement with me.

Perfect. I suggested they begin the process. Dead silence ensued.

The owner had not talked to the other partners about it and admitted that two of them had been skeptical of exploring the possibility in the past.

I said, that if there was not partner unity, it would be like attempting to start a car without spark plugs. I could not overemphasize the importance of getting everyone on board. I pointed out two examples of deals I worked on that had gone south due to a lack of an across-the-board agreement. And, I warned, I was not about to invest any time into a situation, where only a percentage of the partners were on board.

They promised to address the issue sooner rather than later, but truthfully, I was not hopeful. It was a return to that Cape Cod restaurant and a heated debate over the menu. Only there was no one to overrule the dissidents or for that matter, stop the car.

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