A $15 million private equity offer on a $5 million accounting practice sounds compelling. Morry Brown, Regional Market Leader at Poe Group Advisors, compares it to an NFL contract: the headline number gets the attention, but the guaranteed money tells the real story. Cash at close, fixed compensation, performance-based earnouts, and equity rollover can add up to something very different from the offer letter.
On this episode of The Accountant’s Flight Plan, Brannon Poe, founder of Poe Group Advisors, sits down with Morry Brown and Laurens Ball, Senior Advisor, for a roundtable on private equity in the CPA firm market. Morry spent 15 years in institutional capital markets at Goldman Sachs and Citigroup. Laurens has spent four years selling CPA and accounting firms with Poe Group Advisors.
Brannon estimates the accounting industry is two to three years into a private equity consolidation cycle that could last five to ten years. More than 25% of the top accounting firms have already taken private equity money, and buyers are now moving into smaller practices. CPA firm valuations reached record multiples in 2026, rising even between spring and fall. Morry explains that the increase reflects the volume of capital chasing the sector more than any change in firm quality.
The Conversation Covers:
- How the private equity roll-up strategy works, and why revenue growth matters more than cost cuts
- Why private equity is not the right fit for every CPA firm seller
- How to compare cash at close, earnouts, and equity rollover apples to apples
- Why a competitive buyer process closes the information gap between sellers and private equity firms
- How CPA firm owners can often raise prices 10 to 20% without losing the clients they want to keep
Private equity can be a strong fit for the right accounting firm owner, especially one who wants to stay on three to five years and share in future growth. The strongest outcomes come from understanding a buyer’s vision and comparing multiple offers before committing to one: poegroupadvisors.com/cpa-private-equity/
This Episode Is For…
This episode is for CPA firm owners curious about whether private equity is the right path, accounting firm owners who have received a private equity offer and want to understand its value at close, sellers ready to compare deal structures and buyer fit, and practitioners wondering how to increase firm value before a sale.
Timestamps
00:00 – Episode framing and guest introductions: Morry Brown and Laurens Ball
02:11 – Where the CPA firm industry is in the private equity consolidation cycle
03:36 – Why private equity is not the right fit for every accounting firm seller
06:57 – How private equity firms vary in strategy, holding period, and approach
08:38 – How large-market transaction experience translates to CPA firm M&A
11:17 – The private equity roll-up strategy: scale vs. revenue synergy in accounting firms
16:17 – Being acquired as the operational backbone vs. a practice that needs improvement
20:44 – Why some private equity buyers will do great things for accounting firms, clients, and staff
22:01 – How private equity demand is driving CPA firm valuations higher
24:08 – Why valuation increases reflect capital chasing the sector, not firm changes
26:18 – How CPA firm owners can raise prices 10 to 20% without losing key clients
28:11 – The NFL contract analogy for private equity offers on accounting firms
30:32 – Why the guaranteed amount matters more than the headline number
32:13 – Information asymmetry in accounting firm M&A and why competing buyers matter
35:24 – Book recommendations: “To Be Loved” by Berry Gordy, “Life” by Keith Richards, and “Shoe Dog” by Phil Knight
Frequently Asked Questions
Is private equity the right buyer for every CPA firm owner?
Laurens Ball and Morry Brown of Poe Group Advisors explain that private equity is the right fit for certain sellers. It suits those who want to stay on for three to five years, retain some equity in the upside, or step back from administrative ownership while continuing to grow. For sellers who want a clean exit or a shorter transition, other buyer types may be a stronger fit.
How should a CPA firm owner evaluate a private equity offer?
Morry Brown recommends breaking the headline number into its guaranteed components: cash at close, fixed compensation, variable compensation tied to performance targets, and equity rollover. The guaranteed amount is what matters most. Headline offers that sound like three times the asking price can close at a fraction of that if earnout targets are not met.
How can CPA firm sellers negotiate a stronger private equity offer?
Private equity firms have significantly more market information than individual sellers and make offers across many firms at once. Morry explains that a pool of competing buyers gives sellers the market knowledge to push back on lowball offers. It also helps convert weak headline terms into stronger guaranteed cash at close.
What should CPA firm owners look for in a private equity buyer?
Laurens Ball recommends asking about the private equity firm’s vision, team stability, track record, and whether its strategy focuses on revenue growth or cost reduction. Morry adds that sellers should consider whether their own skills align with what the buyer wants in a partner, whether in business development, team leadership, or niche expertise.
How long will private equity consolidation in the accounting industry last?
Brannon Poe, founder of Poe Group Advisors, estimates the accounting industry is two to three years into a private equity consolidation cycle that may last five to ten years. More than 25% of top accounting firms have already taken private equity investment, and buyers are now moving into smaller firms.
Why are CPA firm valuations rising?
Morry Brown of Poe Group Advisors explains that rising CPA firm multiples reflect the volume of pooled capital pursuing accounting practices, not a fundamental change in firm quality. Well-run practices with strong cash flow, a deep bench, and a high revenue base command the highest premiums.
Book Recommendations
- Brannon – To Be Loved – by Berry Gordy
- Morry – Life – Keith Richards
- Laurens – Shoe Dog – by Phil Knight
About Laurens – Senior Advisor
With more than 10 years of experience in account management and business development experience, Laurens specializes in working with clients to reach their goals. She brings a passion for building strong, long term client relationships to the Poe Group Advisors team. Her holistic approach and exceptional service make the process simple and streamlined every step of the way. Laurens began her career in New York, working for a wholesale company, where she successfully grew her clients into multi-million dollar revenue streams in just four years. She then took her experience to startups, optimizing their business processes, including building strategic services, developing forecasting tools and implementing financial reports.
About Morry – Regional Market Leader
Morry brings many years of experience in the financial industry to the Poe Group team. He spent the first 15 years of his career as a stock analyst and during his tenure, worked with several global investment banks (including Goldman Sachs and Citigroup), primarily following the retail consumer sector. Morry’s expertise gained him frequent features on CNBC and in other publications such as The Wall Street Journal, Forbes and Barron’s.
Post-Wall Street, Morry founded a responsible investment app, allowing individual investors to easily invest in a customized ESG-driven portfolio. He has also provided outsourced CFO services to early-stage startups, assisting with fundraising, M&A advisory, pro forma financial projections and investor relations.
