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Securing the Future: Building a Succession Plan for Your Firm

Author: William L. Reeb, CPA/CITP, Dom Cingoranelli, CPA, CMC and Michaelle Cameron, PH.D., MBA
Publisher: AICPA
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Description

Firms with the most successful succession strategies begin planning well before partners are ready to retire. To help firms develop long term succession planning goals and processes, the AICPA Private Companies Practice Section (PCPS) has commissioned this two-book set from succession planning expert Bill Reeb. For your convenience, the books are available individually, or you can save when you order both as a set.

Securing the Future
Volume 1, Succession Planning Basics

Succession Planning Basics provides an overview of the market forces shaping valuations for firm sales, so you can see where your firm stacks up as it is currently organized. Once you see where you stand, you can evaluate the different strategies for developing your firm so that it will have the greatest chance for long term success, which should maximize its value when it’s time to sell and also offer the best odds for getting a complete payout.

Securing the Future
Volume 2, Taking Succession to the Next Level

Taking Succession to the Next Level builds on the foundation of Succession Planning Basics by providing detailed information on technology and marketplace forces that can affect a firm’s value. It offers specific metrics for measuring and improving how systems perform at your firm. It compares the varied and various advantages of selling or merging the firm, including details on structuring the deal. Appendixes contain helpful sample letters and checklists and results from the PCPS succession surveys.

Table of Contents

  • Volume 1
    • Introduction
      • Superstar Model Versus Operator Model
      • Planning Is the First Step
        • When to Create the Plan
        • Time Frame for the Plan
        • Monitor the Plan
        • Purpose of the Plan
      • How To Use This Book
      • Note to Sole Proprietors
      • Conclusion
    • Chapter 1: The Environment and Strategy: Managing Resources, Maximizing Reward
      • Legislative Forces
      • Demographic Forces
        • Age Trends
        • Gender Trends
        • Retirement Trends
        • Consolidation Trends
      • Marketplace Forces
        • Trend 1. An Uncertain Market
        • Trend 2. Reshaping Services
        • Trend 3. Milking the Cash Cow
      • CPA Firm Practice Forces
        • Issue 1. Foundation and Consistency
        • Issue 2. Management, Staffing, and Operations
        • Issue 3. Growth
        • Issue 4. Succession Strategies
      • Survey Results
        • Growth and Changes in Revenue
        • Operations
        • Succession
      • Conclusion
    • Chapter 2: Structure and Leadership: Establishing a Foundation and Consistency
      • Enabler 1. Decision-Making Authority
        • The Problem
        • The Solution
      • Enabler 2. Standard Operating Procedures Foundation
      • Enablers and Synergy
      • Enablers and Firm Size
        • Enablers and Up to $2-Million Firms
        • Enablers and $2-Million to $8-Million Firms
        • Enablers and Firms of $8-Million and More
      • Enablers and Their Properties in CPA Firms
        • Decision-Making Authority—Voting Control Properties
        • Decision-Making Authority—Organization Infrastructure Properties
        • SOP Foundation Properties
      • Codifying Policies
        • Benefits of Separating Policies and Owner Agreements
        • What Policies Should Be in the SOP Manual
      • Implementing Organizational Structures
        • Step 1. Choose a strategy for your firm.
        • Step 2. Choose who you want to manage the firm and give them the authority to do it.
        • Step 3. Choose the style of governance
        • A Final Word on Implementing Organizational Structures
      • Leadership
        • Dysfunction and the Peter Principle
        • Dysfunction and Organizational Infrastructure
        • Dysfunctional Behavior Traits
        • A Final Word about Leadership
      • Conclusion
    • Chapter 3: Management and Operations: Extending the Life and Culture of the Firm
      • Today’s Workforce and Firm Culture
        • The Generation Gap
        • Motivating Staff
      • The Upside-Down Pyramid
        • The Problems
        • The Solution or Reversing the Pyramid
      • Accountability
        • Element 1. Align wages and benefits
        • Element 2. Offer a challenging job
        • Element 3. Communicate clear expectations
        • Element 4. Give objective performance measurements
        • Element 5. Support learning on the job
        • Element 6. Provide adequate training
        • Element 7. Reward overachievement
        • A Final Word on Accountability
      • Roles and Responsibilities of Managers
        • Types of Managers
        • Part-Time Versus Full-Time Managers
      • Staff Reporting Models
        • Types of Staff Reporting Models
        • Reporting Responsibility
        • Project Responsibility
      • SOP Programs That Support Employee Performance
        • Performance Review System
        • Pay-for-Performance Compensation System
        • Business Development Program
        • Leadership Development Program
        • Motivation and Rewards Program
        • Partner-in-Training Program
        • Career Professional (or Career Manager) Program
        • Owner Evaluation and/or 360 Feedback Program
        • Intern Program
        • Employee Orientation Program
        • Mentoring and Coaching Program
      • Compensation Systems
        • The Problems
        • Current Criteria
        • The Solution
      • Build a Pay-for-Performance System
        • Step 1. Identify personal billing production
        • Step 2. Adjust to reflect the reality of the firm
        • Step 3(a). Establish performance targets for staff
        • Step 3(b). Establish performance targets for managers
        • Step 3(c). Establish performance targets for owners
        • Step 4. Conduct performance evaluations
        • A Final Word About Pay-for-Performance Systems
      • Conclusion
    • Chapter 4: Growth and Transition: Increasing the Value of the Firm
      • Why Marketing is Important to an SOP Foundation
        • Reason 1. Marketing is an ongoing SOP process
        • Reason 2. Marketing is the least understood SOP strategy
        • Reason 3. Marketing can generate owner conflict
      • Size of Firm Commentary
      • Growth
        • Idea 1. Client relationships take time
        • Idea 2. Mergers and acquisitions are costly
        • Idea 3. Superstar models are limiting
        • Idea 4. Firmwide marketing SOP foundations succeed
      • Business Development
        • Referral Marketing
        • Niche Marketing
        • New Services Selection
        • Fortress Approach Versus Empire Approach Growth Strategies
        • Passive Marketing Versus Active Marketing
      • Business Development Plan
        • Step 1. Create an up-to-date database
        • Step 2. Classify clients
        • Step 3. Develop an active marketing strategy
        • Step 4. Develop a passive marketing strategy
      • Transition
        • Serving Transition
        • Firm Value Transition
      • Conclusion
    • Chapter 5: Succession Strategies: Passing the Torch
      • CPA Firm Succession Stories
        • Story 1 Two Senior Partners
        • Story 2. A Sole Practitioner
        • Story 3. A Father-and-Son Firm
        • Story 4 Four Owners—Two Seniors and Two New
        • Story 5 Seven Owners
      • Merger and Acquisition Plans
        • Typical Acquisitions of CPA Firms
        • Typical Mergers of CPA Firms
        • What Sellers Look For
        • How Sellers Identify Purchasers
      • Retirement Plans
        • Retirement Plan Goals
        • Retirement Plan Updating
        • Retirement Plan Potential Disconnects
        • Retirement Plan Maximum Age Requirement
        • Retirement Plan Test on Value
      • Succession Plans
        • Succession Plan Steps
        • Succession Plan as a Catalyst
        • Succession Plan Transitions
        • Succession Plan Agreement Issues
        • Additional Succession Plan Issues
        • Succession Plan Potential Pitfalls
      • Conclusion
        • Identifying the Firm Strategy
        • Implementation
        • A  Final Word
  • Volume 2
    • Chapter 1: Succession Introduction
      • Introduction
      • Orderly Succession Planning
      • Crisis Succession Planning
      • Identifying Future Leaders—Choosing Successors for Key Positions
      • Why CPAs Don’t Develop Successors
      • Getting Started in Succession Planning
        • Develop Your Own Management Skills
        • Manage the Performance of Your Subordinates
        • Develop the Management Skills of Your Subordinates
      • Developing Your Team
      • Start Now
      • Appendix A: Partner Roles and Responsibilities
      • Appendix B: Technical Versus Supervisor Managers
      • Appendix C: Effective Operating Models for Running a CPA Firm

    • Chapter 2: Drivers of Change for the CPA Profession
      • Introduction
      • Demographic Driving Forces
        • Age Trends
        • Gender Trends
        • Retirement Trends
        • Some Predictions for CPA Firms
      • Legislative, Regulatory, and Complexity Driving Forces
      • Technology Driving Forces
      • Marketplace Driving Forces
      • Forces Summary
      • Succession Management Survey Results

    • Chapter 3: Positioning Your Firm for Succession and Retirement Outline
      • Introduction
      • Cleaning Up Operations—Information Systems and Performance Metrics
      • Performance Metrics
        • Comments on Each Metric
        • More on Performance Metrics
      • Strategies for Improvement
        • Overall Firm Strategy and Vision
        • Business Model
        • Management and Governance
        • Standardized Procedures
        • Improving the Bottom Line
      • Appendix A: Defining Protocol For Implementing Performance Standards
      • Appendix B: Sample Client Evaluation
      • Appendix C: Closing Your Door to Bad Clients

    • Chapter 4: Selling Your CPA Practice
      • Introduction
      • Steps in Selling or Merging a Practice
        • Identify Likely Candidates with Whom to Merge or to buy Your Practice
        • Contact Potential Buyers and Discuss the Potential Sale
        • For Prospective Buyers Interested in Pursuing Discussions
        • If Further Discussions Are Warranted at This Point, Provide More Detail
        • Continue Discussions Through to Closure
        • Keeping the Matter Confidential So That It Doesn’t Get Out
        • Announce the Change to Your Employees, Clients, and Referral Sources
        • Be Available to Help With Transitioning the Practice
      • A Final Note on Selling Your Practice
      • Appendix A: Using the Transfer of an Accounting Practice Checklist
      • Appendix B: Sample Mutual Confidentiality Agreement
      • Appendix C: Sample Staff Listing
      • Appendix D: Sample Practice Summary for a Firm that is Being Sold
      • Appendix E: Sample Letter Notifying Client of Change in Firms
      • Appendix F: Sample Letter Notifying Clients of Change in Firms (Not Seeking Appointments or Meetings With New CPA Firms)
      • Appendix G: How Not to Notify Clients
      • Appendix H: Steps to Consider in Selling Your Practice

    • Chapter 5: Merging Your CPA Practice Either Upstream or Downstream
      • Introduction
      • Steps in Merging a Practice
      • What do the Partners Say They Are Looking for From the Merger?
      • Why Mergee Firms Might Be Looking for an Upstream Merger
        • We Can Get More For Our Retirement Benefit From a Merger
        • We Don’t Believe That the Remaining Partners Have the Leadership Ability
        • We Don’t Believe That the Firm Will Stay Together After We Leave
        • We Have Some Partners Who Refuse to be Held Accountable
        • We are Short on Talent, Either at the Junior Partner Level or the Next Tier Down
        • Our Financial Results Are Not Particularly Shiny
        • We Have a Specialty Niche and Talent Pool That Requires a Bigger Client Base than We Can Access
        • Our Business Processes and Practices Are Somewhat Out of Date
      • Why Mergor Firms Might Be Looking for a Downstream Merger
        • We Can Acquire More Market Share More Effectively by Merging
        • We’d Like to Add Some New Services, or the Mergee Firm Would Be Able to Help Us with a Specialty Niche
        • We Need to Prop Up a Marginal Office or Expand Geographically, So We’ll Acquire a Practice Nearby
        • We Are Short on Talented People, So We’re Acquiring This Firm
        • We Have Too Many Partners Around the Same Age, and We Don’t Think Our Junior Partners Have the Leadership Ability for the Firm to Continue over the Long Run
        • We Have Some Partners Who Refuse to Be Held Accountable
      • Contact Potential Merger Candidates and Discuss a Potential Merger
        • Finding a Potential CPA Firm Candidate
        • Initial Contact and Discussion
        • The Rejection
        • Subsequent Discussions
        • Conducting Simultaneous Discussions With Prospects
        • Timing
        • For Prospective Merger Candidates Interested in Pursuing Discussions
        • Prepare a Nondisclosure Agreement for Prospective Merger Candidates to Sign
        • Provide Prospective Merger Candidates With a High Level Summary of Practice Statistics (and Obtain Similar Information From Them)
        • If Further Discussions Are Warranted, Provide and Obtain More Detail
        • Continue Discussions Through to Closure
      • Merger Negotiation and Documents
        • Due Diligence That The Shared Information is Correct
        • The Opt Out Clause
        • Who Is Going to Be a Partner?
        • Who Gets New Clients During the One Year Probationary Period if Demerger Occurs?
        • Handling of Clients and Staff Who Choose to Stay With the Other Firm if Demerger Occurs
        • Employment Agreements to Be Executed if Continuation is Selected After The One Year Probationary Period is Over
        • Organizational Structure of the Merged Firm
        • Roles and Responsibilities of the Mergee Partners
        • Type of Work to be Performed by the Mergee Partners
        • Ownership Interest of the Mergee Partners
        • Voting Rights of the Mergee Partners
        • Implications of Excessive Capital Contributions
        • Termination Process and the Rights of the Mergee Partners
        • Voluntary Withdrawal and the Rights of the Mergee Partners
        • Termination Process of the Mergee Clients
        • Minimum Vesting Hurdles for Firm Retirement Benefits
        • How an Upstream Merger or Sale of the Mergor Firm Affects the Mergee Partners and Any Outstanding Requirements to Fulfill at That Time
        • Initial Salaries or Compensation Versus Falling Into the Standard Partner Compensation Plan
        • Handling of the Fixed Assets, Such as Work in Process, Receivables, and Payables of the Mergee Firm
        • Handling of the Office Lease or Owned Building of the Mergee Firm
        • Required Capital Contribution and Timing, if Required Mergee Partners’ Access to Draws
        • Rights of the Mergee Partners With Respect to Perks, Such as Business Entertainment Expenses, Automobiles, Clubs, and So On
        • Selection of the Managing Partner
        • Rights of the Retired Partners of the Mergee Firm if They Still Want to Work
        • Tax Obligations Not Paid at the Time of Merger and How Those Will be Handled Postmerger
        • Vacation, Sick, and Paid Time Off Benefits for the Mergee Partners and Staff
      • Keeping the Matter Confidential So That It Doesn’t Get Out
      • Announce the Change to Your Employees, Clients and Referral Sources
        • Employees
        • Clients
      • Actively Participate in the Merger Integration Between the Two Practices
      • The Bottom Line About Merging
      • Appendix A: Client Letter From the Mergor
      • Appendix B: Client Letter From the Mergee
      • Appendix C: Sample Press Release

    • Chapter 6: Sole Proprietor Who Wants to Work Until He or She Turns Off the Lights and Walks Away
      • Introduction
      • Potential Financial Benefits of the Turns Out the Lights Strategy
      • Getting From Here to There—Solo Practitioner
        • Acting as the General Contractor for Your Clients
        • Staying Current With Technology
        • Staying Current with Charge Rates and Fees
        • Disability Coverage
        • Practice Continuation Agreement
      • Getting From Here to There—Sole Proprietor with Professional Staff
        • Staffing and Facility Requirements
      • Conclusion

    • Chapter 7: We Need to Develop New Leaders for a Successful Transition
      • Introduction
      • Operational Modes
        • Cingoranelli and Reeb Case Study
      • The Chasm Between “Successâ€? and “Continuationâ€?
      • How These Modes Integrate With the EWYK and “Building a Villageâ€? Models of Operation
      • The Basics of Successful Transition to New Leadership
      • Governance Issues You Must Address
        • The Problem With Most Entrepreneurial Firms
        • Organizational Heirarchy
        • Proper Vetting of Ideas, Meeting Management, and Voting
      • Roles and Responsibilities of Owners
      • Holding Owners Accountable
      • SOPs to Provide the Infrastructure for the Business
      • Dealing with Books of Business, Including Transitioning With Retiring Owners
        • Balancing Books of Business
        • Other Books of Business Issues
      • Transferring and Shifting Ownership Interests
        • General Patterns We See In Ownership Interests
        • Who Should Control the Ownership Equity of Your Firm?
        • Who Should Become Owners in Your Firm?
        • Career Paths for Prospective Owners
      • Developing Your Partners’ Management and Decision-Making Skills
      • What You Can Start Doing Now to Develop Your People
      • Cleaning House
      • Conclusion
      • Appendix A: Shareholder-In-Training Program Checklist
      • Appendix B: What You Can Start Doing Now to Develop Your People

    • Chapter 8: We Need to Formalize Transition, Roles and Responsibilities for Our Retiring Partners
      • Introduction
      • Partner Awareness of Natural Retirement Anxiety
      • Mandatory Retirement or Mandatory Sale of Ownership
      • Transitioning of Clients
        • Process for Improper Client Transition
      • Potential Roles of Retired Partners
        • Compensation of Retired Partners
      • Personal Liability of Remaining Owners for Retired Owners’ Full Payout
        • Specific Recourse or Cures Should a Retired Owner Not be Paid in Full
      • Ability of the Retired Owners to Block Mergers or Total Sale of the Business Unless the Retirement Obligation is Paid in Full Prior to the Transaction
      • Ability of the Retired Owners to Block the Sale of a Line of Business Unless the Retirement Obligation is Paid in Full Prior to the Transaction
      • Insurance Coverage of the Outstanding Retirement Obligations
      • Partially Funded Retirement Plans
      • Acts That Can Trigger a Reduction or Discontinuation of Benefits
      • Acts That Can Trigger a Change of Ownership
      • Conclusion
      • Appendix A: Sample Partner Transition Plan

    • Chapter 9: What is the Value of My Firm?
      • Introduction
      • The Three Most Common Methods for Valuing an Ownership Interest
      • External Value
        • Typical Acquisitions of CPA Firms
        • Typical Mergers of CPA Firms
      • Internal Value
        • Why Your Remaining Partners May Want to Discount Your Buyout
        • Valuation of Interests for Internal Buyouts
      • Which Method Should We Use at our Firm?
      • Some Issues Common to All Three Methods of Valuation
        • Use of Averages
        • Dealing With Outstanding Debt
        • Capital Accounts
        • Vesting
        • Other Reductions in Price
      • Other Acts Affecting Firm Value or Retirement Value
        • Misconduct or Illegal Activities
        • Lack of Performance
        • Death and Disability
      • Being Fair About the Retirement Policies and Compensation Policies
      • Conclusion

    • Appendix 1: PCPS 2008 Succession Survey Results: Sole Proprietor Firms
    • Appendix 2: PCPS 2008 Succession Survey Results: Multi-Owner Firms
    • Appendix 3: PCPS Survey Questions

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Excerpts

Foreword

The AICPA’s Private Companies Practice Section (PCPS) is proud to be a part of the Securing the Future publication series. When succession planning was identified as a significant profession issue back in 2004, PCPS was there and hired one of the true thought leaders in the profession, Bill Reeb, CPA to gain further insight and to create a publication to address the needs of the profession in this area.

Fast forward four years to 2008, when PCPS again called on Bill to conduct research into this issue and—based on past experience and current issues raised—help PCPS create the PCPS Succession Resource Center. Bill and his partners, Dominic Cingoranelli and Michaelle Cameron, founders of the new organization the Succession Institute, collectively developed the materials and worked in getting the PCPS Succession Resource Center live and content rich on the PCPS Web site (www.pcps.org). The Succession Resource Center is web based learning, and houses both text and video content on succession issues. In addition to it’s online offerings, PCPS also wanted to provide a print version for the broader audience. We went back to the Succession Institute team to create a second publication in this Securing the Future series.

As part of the succession research, PCPS conducted a survey in 2004 and 2008. The results of the 2008 survey showed slight improvement with 35% of responding multi owner firms and 9% of sole proprietors reporting having a succession plan in place. In 2004, only 25% of multi owner firms and 8% of sole proprietors had a plan. While it appears that some progress has been made, a great deal of work remains to be done in our profession to prepare for succession within firms.

While many firms aren’t focused directly on Succession Planning, PCPS has realized that succession issues are more about how you manage your practice than a standard profession rule of thumb on what the multiple may be to calculate value. In this first volume, Securing the Future:  Succession Planning Basics, does a great job in setting up the reader to start down the proper path of succession by focusing on internal operations. The subsequent volume, Securing the Future: Taking Succession to the Next Level, then builds on what is learned in this book and helps apply that learning to the succession strategy you determine for your firm. We believe that the two volumes in this set are “must reads” for anyone in public accounting who is contemplating succession planning or retirement.

However, even if succession or preparing for imminent retirement are not high priorities now, these two volumes are chock full of tools, techniques, ideas, and best practices that can help any professional firm operate more effectively, successfully, and profitability. We would like to thank Bill, Dom and Michaelle for their hard work and tireless contribution to the profession. The Securing the Future series is a true gem for the profession. We’d also like to thank the PCPS Executive Committee who, since 2003, have kept a key focus on helping the profession with this very important issue. The leadership started with Rich Caturano and continued with David Morgan and we hope to continue to build on the pathway both have set for this committee in recent years.

William Pirolli, CPA
Chair, Private Companies Practice Section Executive Committee

James C. Metzler, CPA_CITP
Vice President, Small Firm Interests, AICPA

Mark Koziel, CPA
Director, Specialized Communities & Firm Practice Management, AICPA

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