Howard’s Inner Circle, No. 25: 1+ 1 = …

I noticed a significant, surprising, and welcome change at the recent New York State Society of CPAs’ 2010 Practice Managing Conference. All four accounting firm managing partners freely shared on a panel and in roundtables at lunch their views on firm mergers and acquisitions. It wasn’t a discussion in the clouds as they didn’t play it close to the vest as many managing partners normally do. They openly shared providing extensive details on all aspects of the merger process including their individual firm’s merger philosophy, retirement funding, capital requirements, payouts, and method of integration.

Here is my take on their cumulative M&A wisdom:
1. A Real Due Diligence--Determining compatibility of cultures requires “dating.” It goes beyond financials, getting firm information, and meetings with the managing and other partners. It can involve walking around a firm unaccompanied and going with a prospecting partner to present a proposal to a possible client.
2. Use of Guarantees--To get needed buy-in and alleviate anxiety, incoming partners can be guaranteed in the first two years that they will earn at least what they previously earned. Some firms have a no-harm, no-foul one-year period that allows for a quiet unraveling of the merger or the departing of an unhappy incoming partner. This option is rarely exercised and included to provide comfort that the merger isn’t cast in stone.
3. Maintain a “No-Jerk” Zone--Closely evaluate incoming partners so a problem partner isn’t brought aboard. Interestingly, the other incoming partners are usually happy that individual is gone.
4. Pay Attention to Integration--Transition should begin quickly and be comprehensive. Benefits, culture, career development, and opportunities should be detailed. Training is instituted right away as well as meetings are conducted to provide quick and effective integration of practice areas and niches.
5. Belief in Increased Value--There is a significant distinction between an actual merger and an acquisition. Just calling something a merger doesn’t make it so. A real merger is based upon a substantial potential for increased value. 1 plus 1 equals at least 3. For example, it might be that growth is identified by the offering of more services to key clients of the firms. This is in contrast to an acquisition which is simply a retirement payout to retiring partners. The ultimate actual payouts with regard to mergers and acquisitions significantly reflect the differences.
6. Individualized Guidance--Professional coaching should be given to each partner so they fully understand and acclimate to the new firm.
7. Understanding Why--The reason for a firm merging in often involves succession issues such as retirement funding or an inability to grow. In contrast, the more dominant firm might need a niche, more staff, or expansion into a new geographic market. Both should understand why the merger is being sought by the other. A merger should always be part of a comprehensive strategic plan.
8. Better Usage of Staff--A merger allows a firm to reassign staff and place them in more suitable positions. Larger firms permit greater specialization whether it is a particular practice area like taxes or a niche like litigation support.
9. Greatest Difficulty--There are always problems incurred with a merger or acquisition. Even if everything is done right expect some. The most common one involves software, such as when the two firms were using different tax software. It can take a full one-year cycle to rectify.
10. Be Realistic--In a merger there is usually one dominant firm and that firm’s culture and processes and procedure will, with minor exceptions, normally control. It is rare to see a real merger of equals. The reason is for that to be successful there needs to be the creation of an entirely new culture with attendant new processes and procedures.

I walked away from the conference with the distinct impression that each of these managing partners represents a new type of firm leader. One who really understands that win-win is an integral part of their successful firm business model.
© 2010
*****************************************************************************
The above may be reproduced in full if that fact is stated and Howard Wolosky at http://howardwolosky.blogspot.com is credited as the author.

Howard’s Inner Circle, No. 15: Dramatic Changes in Tax Planning

I met Dean Zerbe a number of years ago when he became National Director in alliantgroup's Washington, D.C. office. He was formerly a Senior Tax Counsel on the Senate Finance Committee. I took a liking to him immediately and was lucky enough to hear him speak last week at a Firm of the Future free breakfast hosted by Philip Whitman of Whitman Business Advisors and Robert Fligel of RF Resources.

Dean Zerbe understands intimately the dynamics of tax legislation and is especially attuned to the changing winds in Washington. I like that his free newsletter is only sent out when he has something important to say. Most importantly he pulls no punches when he describes the factors and the players that influence tax legislation.

There were some keys points he made that morning indicating to me that accounting firms should be making changes in their approach to tax planning, and in identifying which clients and potential clients are impacted by tax legislation.

Tax legislations’ increased industry focus.--It was particularly evident in the recent health reform legislation according to Zerbe that taxes were imposed on industries or a tax benefit was given to an industry. Take the therapeutic credit/grant which is a limited $1 billon program which ends once that amount is allocated. Interestingly if a qualified company picked by the IRS can’t use the credit it gets a grant. Zerbe points out the IRS form for applying was expected to come out momentarily and there is a very limited time to file. He expects future tax legislation to continue to focus on specific industries as that is easier than changing tax rates in general. Another example of this continued type of focus is a controversial proposal trying to increase payroll taxes for S corporations where shareholders are professionals.

Taking the penalty.—Zerbe expects more companies to pay the penalty for not proving medical insurance benefits as that will result in a greater savings than continuing to pay the benefits. He predicts taking the penalty as increasingly being viewed as a viable option in other situations.

Choosing to pay the estate tax for those dying in 2010.--Zerbe predicts one option that Congress might select is allowing certain estates of those deceased in 2010 subject to carryover basis to pay an estate tax instead and get a stepped-up basis for the property. If this option is adopted or the carryover basis rules are left alone, there are significant fiduciary obligations for these executors and administrators and planning opportunities for the disposal of property with a carryover basis with regard to heirs.

Watch out for tax whistleblowers—According to Zerbe, underpayment of tax whistle blowing is on the increase such as the reporting of companies taking advantage of promoted tax shelters. With downsizing, a move to independent contractors, and the informality of e-mails, it should come as no surprise that a disgruntled ex-employee might seek a reward from IRS. What is fascinating is the number of law firms who are specializing in this. Just do a search on the Internet.

Highlight costs of compliance-- CPAs and the organizations representing them need to put a greater effort in convincing Congress to calculate the costs of compliance when a tax law change is proposed suggests Zerbe. The figures could be included in Congressional reports the same way the revenue impact of specific law changes are displayed.

© 2010
*************************************************************
The above is from the newsletter, Howard’s Inner Circle, which periodically appears on the blog, “Instigator” at http://howardwolosky.blogspot.com/. It may be reproduced in full if that fact is stated and Howard Wolosky is credited as the author.

Howard’s Inner Circle, No. 1: Polyglot Your Business Instantaneously

I bet most don’t know that everyone working in the pharmacy departments of the many CVS drugstores in New York City can understand Arabic, Armenian, Cantonese, French, German, Hindi, Hmong, Italian, Japanese, Khmer (Cambodian), Korean, Laotian, Mandarin, Polish, Portuguese, Russian, Spanish, Tagalog, Thai, and Vietnamese.

Unfortunately because of not sufficiently publicizing this fact, my guess is that most current and potential CVS customers aren’t aware of this. The primary way they would know is by seeing an 8-1/2” X 11” laminated paper posted on the cubicles where prescription consultations are conducted.

That paper reads at the top “Interpretation Service Available.” Below that title are 20 boxes for each of the above languages each with a hand with a pointed finger directed at 20 different foreign languages translations of “Point to your language. An interpreter will be called.” The Web site for the company, LanguageLine Services, which CVS utilizes is www.languageline.com. At this site you can see the many more languages available for translation and that an interpretation can be purchased on an as-needed basis. There are many other companies (e.g.,TransPerfect, www.transperfect.com/) out there that offer similar services.

Think of the marketing and business development advantages in offering this type of interpretation service. I have already spoken to someone at Staples and a number of managing partners of New York City accounting firms of the obvious advantages. Can you imagine if contractors and do-it-yourselfers knew at their Home Depot or Lowe’s they could converse via a third party with the expert staff at these stores in their own languages? Not-for-profits can benefit too. Although many hospitals have interpreters on staff, there usually are a limited number of languages available. Think of how many more citizens could utilize government services if they could converse in their language with government officials.

Most importantly, offering and publicizing this type of service promotes community among the various cultures that are part and parcel and make up our nation. With globalization’s continuing increasing impact, it is an imperative to be able to communicate in as many languages as possible. The belief that one language should be supreme to the exclusion of others really makes little economic sense. Hopefully, the expanded availability of reasonably-priced translation services will mean more companies, not-for-profits, and governments will understand and recognize it pays for these entities and their employees to become instant polyglots.
© 2009

-------------------------------------------------------------------------------------------------------
The above is from the first issue of my newsletter, Howard’s Inner Circle, which periodically appears on my blog, “Instigator” at http://howardwolosky.blogspot.com/. It may be reproduced in full if that fact is stated and Howard Wolosky is given credit as the author.

Are Ethics and Profits Mutually Exclusive?

“The Darwinian concept of the survival of the fittest has been substituted by a philosophy of the survival of the slickest.”

This Martin Luther King, Jr. quote still rings true.
It is particularly evident when you look at the alleged Ponzi schemes that we read about every day. Many of these individuals show a remarkable knowledge of how the financial marketplace works and are skilled at gaining prestige, obtaining political influence, and escaping regulators’ wrath. They also seemingly have an innate and sharply developed ability to manipulate individuals and entities to their advantage.

The marketing of adjustable rates and balloon mortgages with little down and no real credit checks coupled with the packaging of these mortgages into investments promising high return is the best illustration of where this philosophy of the survival of the slickest is taking us.

Martin Luther King was ahead of his time as now many are seeing the truth of that quote. This awareness, the developing community concept derived from the Internet, and the fact that the Internet ensures the uncensored widespread and quick dissemination of information, discussion, and debate, signifies change is coming.

Many in all levels of society including a few CEOs, consultants, and professionals are sensing a new business model is imminent in which ethics and profits aren’t mutually exclusive and in fact, compatible and necessary for a changing marketplace. To get buy-in from all the necessary stakeholders, businesses, not-for-profits, groups, and communities on the Internet, codes of conduct and responsibilities will have to be developed. There will also have to be actual transparency and demonstrated delivery of win-win to all the stakeholders.

CPAs, often identified as the most trusted advisor of businesses and individuals, can be one of the prime catalysts for this seismic change. Many firms are perfectly positioned, especially these very successful regional firms that have been “walking the walk” for a number of years. They created infrastructures, procedures, and safeguards to maintain quality and still experience sustained growth. Their focus is long-term, and most importantly, there is understanding that trust is constantly earned, and although profits might be the result, ethical means can always be utilized and makes business sense.