client retention but the bulk of the responsibility, by far, is with the buyer. If the new owner does not treat the clients well and provide fair solutions, the clients will leave no matter what the seller says or does. It really is only the buyer who can make the clients happy two or five years down the road. The buyer does need to be protected from unscrupulous practice owners by non-compete agreements, due diligence investigations, and legal protections. But, when two honest parties are involved, the sale can be completed on the day of closing; it does not have to drag out for an extended amount of time. It is generally preferable to close the sale on the day of closing. Then, practice owners either receive all cash at closing or a substantial down payment and a note receivable at a fair rate of interest rather than a payout contingent on client retention. Buyers can look forward to owning the business full and complete from day one and to making all their own decisions regarding client retention. They—and not the old owners—will fully bear the risk and the reward of the decisions they make. That, of course, is the way most business transactions work in this world. Given good faith on the part of the seller and the hard work of the buyer, the transfer of an accounting or tax practice can often be a win‑win situation. 27 www.nescpa.org
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