One of the most interesting changes in the accounting profession over the past several years has been the amount of unsolicited buyer interest CPA firm owners are receiving.
Not long ago, it was unusual for an owner to receive a phone call or email from someone interested in acquiring their practice. Today, it’s common. Private equity-backed firms, regional accounting firms, and other strategic buyers are actively reaching out to firm owners across the country.
If you’ve received one of those inquiries recently, you’ve probably discovered that it gets you thinking.
Maybe you’re not ready to sell today. Maybe retirement is still several years away. But there’s something about knowing that someone wants to buy your firm that causes you to step back and ask questions you may not have asked before.
“What is my firm worth?”
“Would I ever sell?”
“If I did, what would I want that transition to look like?”
In that sense, unsolicited buyer interest can be a gift. Even if it doesn’t lead to a transaction, it often starts an important conversation about succession that many owners have been putting off for years.
If you’re beginning to ask those questions, I’d encourage you to ask one more.
How are you going to leverage that interest?
The First Decision Isn’t Who to Sell To
Most owners assume the next step is deciding whether to continue talking with the interested buyer, or buyers who contacted them.
I don’t think that’s the most important decision.
The more important decision is how you’ll explore the opportunity.
There’s a significant difference between responding to inbound interest and thoughtfully taking your firm to market.
Those two approaches rarely lead to the same buyer or produce the same outcome.
SELLER LEVERAGE KEY:
- High
- Moderate
- Low
- Very Low
Buyer-Led/Limited Market Process
First Approach: A handful of buyers surface.
Conversation Progresses: Loose terms are set. Buyer quickly makes an offer. Earn-out provisions can make a headline offer attractive.
Exclusivity: LOI is signed. Bound to one buyer. Leverage shifts.
DD Begins: Time-consuming requests for sensitive information.
The Waiting Game: Time passes. Alternative buyers disappear. Contract may never come, sink more time into a single buyer. Accept or start over.
Over
Unexpected Terms Surface: New details emerge after leverage has shifted. Purchase Agreement price and terms diverge from the LOI. Renegotiation begins.
Buyer Exercises Negotiating Leverage: Buyer introduces new conditions. Bank, board or I.C. requires revised terms.
Over
The Drag: Legal costs accumulate. Attention diverts from firm growth.
Confidentiality Pressure: Extended timelines increase likelihood of unwanted disclosure.
Deal Fatigue: Walking away feels harder than compromising. Seller starts over with a new buyer or capitulates and accepts revised terms to end the process.
Over
The Aftermath: Seller discovers that culture, client experience, or post-closing expectations differ from what was envisioned. Ambitious revenue targets not met, and earn-out payments are never received.
ADVISORS
Seller Advocate Process
The Seamless Succession™ Results
Top-Market Value: Market pricing and terms informed by decades of accounting industry transaction experience.
Seller Leverage: Regional and national buyer relationships, P.E., individuals and CPA firms engaged simultaneously. Uncover the highest value the market will support.
Confidentiality: Marketing scope and buyer access tailored to your exposure preferences. Information is shared only with qualified buyers at the appropriate stage.
Only the Right Buyers: Financially qualified, professionally vetted, strategically aligned. You invest time only in buyers worth your consideration.
Structured Competition. Maximum Terms: Most of our clients receive multiple offers. Our process maximizes structure, leverage and cash at close.
Successful Transition: Staff protected. Clients cared for. Value realized. Legacy preserved.
There’s Nothing Wrong With Talking to Interested Buyers
Let me be clear about one thing.
I’m not suggesting you ignore unsolicited inquiries. The issue isn’t the buyer.
The issue is the process.
Most unsolicited conversations naturally follow a buyer’s timeline and a buyer’s process. As the relationship develops, it’s easy to move from introductory conversations to sharing financial information, discussing valuation, negotiating a letter of intent, and granting exclusivity.
This is the path most buyer-led transactions take.
The question is whether it’s the path that’s most likely to produce the best outcome for you.
One of the Biggest Advantages You Have Is Something Buyers Can’t Create
As sellers, you have something remarkably valuable: Choice
You have the ability to decide who sees your firm, when they see it, how much information they receive, and when you’re ready to move forward.
Once you’re deep into an exclusive negotiation, those choices naturally become more limited.
Time has been invested.
Due diligence has begun.
Attorneys are involved.
A quality of earnings review may uncover new questions. An investment committee may request changes. A purchase agreement may evolve beyond what was contemplated in the letter of intent.
None of those developments are unusual. They’re simply part of many business transactions.
The important point is that your negotiating position often changes as the process unfolds.
The longer a transaction continues without meaningful alternatives, the more difficult it can become to walk away.
A Note on Fees
One reason some owners immediately pursue unsolicited buyer interest is the belief that doing so avoids paying an advisory fee.
That’s understandable, but it also assumes the economics of the transaction are unaffected by the process itself.
In our experience, the more important question isn’t who pays the advisory fee. It’s whether the process creates enough competition and negotiating leverage to maximize the overall outcome. If your goal is to net the most you can from your practice with a successful fit, unsolicited buyers don’t often fit this criteria.
This Is Why Sophisticated Sellers Focus on Creating Leverage
After advising CPA firm owners for more than two decades, we’ve noticed something.
The strongest transactions rarely happen because someone happened to call at the right time.
They happen because the seller intentionally creates leverage before making commitments.
Sometimes that means talking with several qualified buyers.
Sometimes it means taking time to understand what different buyers value.
And when there’s sufficient interest, it may mean establishing a structured, deadline-driven process that allows buyers to submit their best proposals within a defined timeframe.
Buyers know they’ll be evaluated on the strength of their overall proposal, not just price, but terms, cultural fit, transition plans, and certainty of closing.
The seller, meanwhile, has the benefit of making a decision with far more information than would otherwise be available.
Leverage Doesn’t End With the Letter of Intent
One of the biggest misconceptions about selling a business is that the negotiation ends when the letter of intent is signed.
In reality, some of the most important negotiations happen after that point.
Purchase agreements are drafted.
Due diligence continues.
Questions arise.
Terms are clarified.
Sometimes they’re revised.
When buyers know they’re participating in a well-managed process (and understand that credible alternatives exist) they tend to remain focused on presenting their strongest position throughout the transaction.
That’s one of the reasons leverage matters. It’s not just about generating strong initial offers. It helps support a smoother process all the way to closing.
Think Bigger Than the Offer
Receiving unsolicited buyer interest is exciting, and it should be.
You’ve built something valuable enough that people are seeking you out.
But don’t think of that phone call or email as the finish line.
Think of it as the beginning.
The real opportunity isn’t simply to decide whether to accept an offer.
It’s to decide how you’ll make the most of the interest your firm has already generated.
Because in the end, the goal isn’t simply to sell your practice.
It’s to create the strongest possible outcome for your clients, your employees, your legacy, and yourself.
Want to Leverage the Interest you have?
If you’ve received interest from a private equity group, regional firm, or another buyer, we’d be happy to have a confidential conversation before you commit to a path. Sometimes we’ll tell you the opportunity in front of you is an excellent one. Other times, we’ll discuss ways to strengthen your negotiating position before moving forward. Either way, you’ll have more information before making one of the most important decisions of your career.
Schedule a Confidential Conversation
ABOUT THE AUTHOR
Brannon Poe, CPA is the founder of Poe Group Advisors, one of North America’s leading M&A advisory firms specializing exclusively in CPA and accounting firm transactions. Since 2003, he has advised hundreds of accounting firm owners on succession planning, valuation, and practice sales throughout the United States and Canada.
Before founding Poe Group Advisors, Brannon worked as a CPA with Ernst & Young. Today, he leads a team of CPAs, transaction advisors, and former investment banking professionals who help accounting firm owners navigate one of the most important decisions of their careers.
Brannon is a frequent speaker and published author on accounting firm succession and has been featured by organizations including the AICPA, CPA Canada, and Accounting Today. He also hosts the Accountants’ Flight Plan podcast, where he interviews leaders and innovators from across the accounting profession.
After more than two decades advising accounting firm owners, Brannon believes that the best transactions aren’t defined solely by price, they’re measured by the long-term success of the firm’s clients, employees, and legacy.




