Why Most Firms Struggle to Sell Themselves

Hey, it’s David!

A lot of business owners assume they can sell their company on their own. After all, they built it, they know the numbers, and they probably have a few buyers in mind.

But here’s what actually happens:

They start talking to one or two buyers, get deep into discussions, and assume a deal is inevitable. Then, reality hits. The buyer drags out due diligence, asks for concessions, or worse… walks away at the last minute.

Now, the seller is back at square one, except now they’ve wasted months, or even years, chasing a deal that never had real competitive pressure.

The problem?

Most owners don’t realize that selling a business is a process, not a transaction.

Without a structured approach, multiple buyers, and an expert guiding the way, deals fall apart or sell for far less than they should.

Lately, my team and I have been spending a lot of time focused on the accounting services world, and we’re seeing these same challenges play out.

Many partners in accounting firms assume they’ll find a buyer when the time comes, but they don’t realize the risks of going at it alone.

Let’s break it down.

…The Deal That Never Closed

A while back, on a flight home from Chicago, I sat next to a CPA firm owner who was confident he could sell his firm himself. “We have suitors lined up,” he told me, “and I know what my firm is worth.”

Fast forward six months… he still hadn’t sold.

Why?

Because the deal structure wasn’t working in his favor.

He had no competitive pressure, and his only buyer knew it. They kept adjusting terms, adding more contingencies, and pushing for a larger earn-out.

If he had an investment banker, they would have brought more buyers to the table, created competitive tension, and negotiated better terms. Instead, he wasted time and ended up with nothing.

A firm’s expertise is in running their business… not in running M&A. And when it’s time to sell, the right advisor makes all the difference.

Why Most Accounting Firms Struggle to Sell Themselves…

Many small and mid-sized accounting firms don’t have established buyer relationships or even a clear idea of their market value.

Here’s where they go wrong:

1. Limited Buyer Pool: Most firms engage with only one or two potential buyers, limiting competition and driving down valuation.

2. Weak Negotiation Leverage: Without competitive bidding, sellers often accept unfavorable earn-outs and weaker terms.

3. No Long-Term Planning: Many firms don’t structure their business for a future sale, reducing their attractiveness to buyers.

How Investment Banks Change the Game:

• Creating Buyer Demand: They develop targeted buyer lists and introduce firms to vetted, high-value buyers.

• Building Competitive Bidding: By marketing the firm to multiple buyers, they drive up valuation and improve deal terms.

• Providing Exit Strategies: Even if a sale isn’t imminent, investment banks help firms position for an optimal exit in 2-5 years.

Firms that work with investment banks sell for ~20-30% higher valuations and with fewer earn-out restrictions.

Final Thought

Thinking about your exit strategy?

Whether you plan to sell now or in a few years, the best deals start with preparation.

Want a clearer picture of your firm’s market value and options? Reach out to me and let me know or head over to LinkedIn and connect with me there. 

I’d love to talk more about it with you!

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Thank you!

David