Your CPA, Your Attorney, and the Person Who Actually Sells Your Business

Three professionals, three different jobs, and one of them is not on your team yet.

Most owners assemble the wrong group, not out of carelessness but out of loyalty. You have used the same accountant for eighteen years and the same lawyer for twelve. They are good at what they do. Neither of them sells companies.

What your CPA is for

Taxes and bookkeeping. That is the list, and it is a valuable list.

In a sale, your CPA produces the historical numbers, models the tax consequence of one structure against another, and tells you what you actually keep. That last one matters more than most owners realize, because the gap between the headline price and the wire is frequently the largest single number in the deal.

What a CPA is not is an operator or a negotiator. Many accounting firms list M&A among their services. Ask how many sell-side transactions the specific person in front of you has closed, in the last three years, in your size range. The answer is the answer.

What your attorney is for

Contracts and legal risk, and you cannot do this without one.

The qualifier is narrower than it sounds: the agreements in a company sale have elements that do not appear anywhere else in commercial practice, and the people who are fluent in them are the people who read them weekly. A first-rate general counsel to your business may be seeing a purchase agreement for the second time in their career.

This shows up as delay, and delay is what actually kills deals. Counsel who has to research each point takes two months to respond where a specialist takes two days, the other side loses confidence, and a transaction agreed in principle in March is still being papered in December.

And the person who runs it

Someone has to own the whole thing: when to go to market, what the company is worth and how to defend it, which buyers to approach and in what order, who gets into the building and when, how to keep several buyers moving in parallel rather than one at a time, and how to hold the line when the retrade comes.

That is not a gap your CPA or your attorney fills. It is a separate job, and it is the one that determines the number.

Broker, or banker

There are tiers, and the differences are behavioral rather than cosmetic.

Business brokers work the small end. The model is closer to residential real estate: a large inventory of listings, classified-style advertising, and a co-brokerage network that functions like an MLS. The buyers are overwhelmingly individuals looking to buy themselves a job. Compensation is a success fee only, which sounds attractive and tells you something important — a firm paid only on closings works a great many deals at once, and attention follows the ones closest to closing.

Investment banks and M&A advisory firms work the middle market. For Prism Edge that is businesses earning roughly $2M to $25M. The model is proactive rather than listed: substantial work up front on the materials, research to identify buyers who have a specific reason to want this company, and direct outreach to decision-makers. The buyers are companies and funds looking to acquire an organization, not a job.

Compensation is a retainer or a monthly work fee plus a success fee on transaction value. Owners sometimes read the retainer as a worse deal. It is the opposite signal: it is what pays for the months of preparation and targeted outreach that happen before any buyer exists, and it is why the firm can afford to work a small number of mandates properly rather than a hundred listings casually.

Ask what licensing they hold

This is the question almost no owner asks.

There are state and federal rules about what an advisor must be licensed to do. In some situations an improperly licensed advisor can cause your deal to be rescinded.

What usually bites first is simpler. The buyer’s counsel finds it in diligence and uses it as leverage, or a lender declines to fund while the question sits open. Either way it surfaces at the point in the process where you have the least room to do anything about it.

Ask, and get the answer in writing. An advisor worth hiring answers without hesitating.

While you are asking, there are three more worth putting on the same list: how exactly are you paid, including what counts as consideration and how long the tail runs after the engagement ends; do you also represent buyers, and how do you handle it; and what would make you decline this engagement. A firm that takes every assignment that walks in is telling you how it spends its time.

Why hiring them one at a time costs more than hiring them together

The most expensive version of this is the owner who engages specialists as problems appear.

You call the accountant for a question, then the lawyer for a different one, then the accountant again when the lawyer’s answer changes things. Each of them bills time working out what you actually need before doing any of it. Each builds their own partial view of the deal, at your expense, and none of the views connect.

The cost is not only fees. It is that nobody is holding the whole plan, so nothing is sequenced, and the things that had to happen eighteen months before closing did not happen.

One person runs it. The CPA and the attorney are on the team, doing the work only they can do, inside a plan somebody owns.

---

This is what we do. Prism Edge runs the process and coordinates the rest of the team around it: valuation and preparation, the buyer universe, the negotiation, and the close. If you are assembling advisors now, start with the person who will run it, because they will tell you who else you need.

And the full chapter on this is in Selling Your Business The Easy Way, free to download here.

---

General information, not legal, tax, or financial advice, and no advisor relationship is created by reading it. Rules change and the specifics of your situation matter. Always consult your own attorney and accountant before acting.