Working With the Client's CPA and Wealth Advisor During a Sale

Why the other two advisors usually arrive too late

In a banker-led sale, the CPA typically hears about the transaction when the buyer's quality of earnings firm sends a document request. The wealth advisor hears about it when the owner asks where to put the proceeds. Both arrive after the price is set and the structure is agreed, which is the moment their advice is least useful. The CPA may not be able to change the seller's presentation after a buyer has discounted an adjustment. The wealth advisor may not be able to complete every ownership or charitable planning step after an LOI has been signed.

An attorney who runs the process from the first conversation can change this sequence. The attorney already knows the CPA, often from years of entity work, and may know the wealth advisor from the owner's estate planning. The attorney can set the order: CPA first, in discovery; wealth advisor second, before marketing; both informed at the IOI comparison; both consulted on structure before the LOI.

The CPA in discovery and valuation

The first call to the CPA should happen in the discovery phase, before the valuation range is set. The attorney needs three things. First, the last three years of financial statements and the current year to date, in whatever form the CPA maintains them. Second, the CPA's view of normalizing adjustments: owner compensation above market, personal expenses run through the business, one-time items, and related-party transactions. Third, the CPA's candid assessment of whether the books are ready for a buyer's quality of earnings review.

That third point is the most valuable. A CPA who has been preparing tax returns for a company for a decade may know where revenue recognition is loose and where the inventory count is approximate. Better the attorney hears it in month one than the buyer finds it in month seven. The readiness review should include a line for each issue the CPA raises, with a decision to fix it before launch or disclose it in the CIM.

The CPA should also be asked about the tax structure of a likely transaction. Federal tax treatment differs depending on whether the transaction is structured as a sale of business assets, stock, or a partnership interest, and an asset sale requires allocation of consideration among the assets. [1] The attorney should have the CPA model the client's actual alternatives rather than assume that a headline price represents the same after-tax result in every structure.

The wealth advisor before marketing

The wealth advisor's first substantive involvement should come after the valuation range is set and before the teaser goes out. The question the attorney needs answered is simple: at the low end of the range, after tax and after any rollover or seller note, does the owner have enough? If the answer is no, the attorney needs to know before marketing, because it changes the acceptable structure and may change the decision to sell at all.

The wealth advisor can also flag planning that may need to happen before a sale is agreed. Gifting of interests, charitable planning, and certain entity restructurings can involve legal, tax, valuation, and timing requirements. For example, the IRS describes a charitable remainder trust as an irrevocable transfer with specific income, distribution, and tax rules, not as a planning step that can be assumed to fit every sale. [2] An attorney who learns about a client's intended plan during exclusivity may have to choose between delaying the closing and forgoing that plan. An attorney who learns about it in the preparation phase can ask the appropriate advisers whether it belongs in the timeline.

The wealth advisor does not need the CIM, the buyer list, or the IOIs. The advisor needs the valuation range, the likely structure, and the timeline, and should be updated when any of those three change.

The IOI comparison with both advisors in the room

When IOIs arrive, the attorney builds the comparison across price, structure, certainty, and fit. This is the right moment for a single meeting with the client, the CPA, and the wealth advisor together. The CPA translates each offer's structure into an after-tax estimate. The wealth advisor translates that estimate into what it means for the owner's plan. The attorney explains the certainty and fit dimensions, which neither of the other advisors is positioned to assess.

The attorney should run this meeting with a written grid, not a conversation. Each IOI gets a row. The columns include headline price, cash at close, rollover, seller note, earnout, assumed working capital target, and the CPA's after-tax estimate at close. The client sees the offers side by side, net of the CPA's tax assumptions, with contingent consideration separated from the certain portion.

Neither the CPA nor the wealth advisor should contact buyers, and the attorney should say so plainly at the start of the engagement. Every buyer contact runs through the attorney and the client.

Structure before the LOI

Before the client signs an LOI, the attorney should confirm the structure with the CPA one more time. The LOI will specify asset or stock, the treatment of working capital, the handling of cash and debt, and any rollover or seller financing. Each can affect the tax and economic result, and the time to adjust is before exclusivity, when the client still has alternatives. The CPA should review the draft LOI early enough to explain the consequences and identify terms that warrant revision. The IRS notes that a business sale generally involves separate treatment and allocation of consideration among the business assets, which is one reason the structure and allocation deserve attention. [1]

The wealth advisor should see the same draft to confirm that any pre-closing planning is on track and that the expected closing date leaves enough time. If the earnout or rollover is large, the advisor should also weigh in on how much of the owner's net worth will remain tied to the business after closing. The client makes the decision after receiving these inputs.

Keeping the advisors informed without slowing the process

Three advisors on one transaction can produce three opinions on every question, and the attorney's job is to prevent that. The attorney should set the roles in writing at the start: the firm runs the process and makes recommendations to the client, the CPA advises on financial presentation and tax, the wealth advisor advises on the owner's plan, and the client decides. A short status note at each phase change keeps both advisors current without inviting them into every call.

A firm that uses a client portal for document requests can give the CPA access to the financial section so that uploads happen once, in the right place, without the attorney acting as a relay. The CPA sees the requests that concern financial documents, the client sees everything, and the attorney sees who has done what.

For one client who is considering a sale, do two calls this week. Ask the CPA: if a buyer's accountants reviewed these books tomorrow, what would they find? Write down the answer. Then ask the wealth advisor: at a conservative price, after tax, is it enough? Those answers give the attorney two facts that shape the process before it begins.

How Acquivo Pro fits

Acquivo Pro gives the attorney a single place to hold what the CPA and wealth advisor contribute. The client sees a branded document portal under the firm's name where document requests appear, uploads happen once, and disclosures are approved, so financial statements and adjustments arrive in the data room without passing through the attorney's inbox. The valuation engine is deterministic: the same inputs always produce the same output, and figures trace to their source, which means the CPA can see exactly which adjustments drove the range. IOI flow is managed in one pipeline so the comparison grid draws from the offers as received. Software prepares, organizes, matches, and tracks; the attorney and the client decide and act. To walk through a process on a client you have in mind, request a demo through the Contact page.