Ethics for CPA firm mergers and acquisitions: Obtaining clients' permission for transfer of files is a key responsibility.

Author:Tysiac, Ken
Position:Certified public accountants

The purchase or sale of a CPA firm brings into focus a whole new set of ethical considerations for buyers and sellers, as they need to take great care to protect clients' best interests. Sellers who have built relationships with clients they may have served for many years want to make sure these clients are treated well after the transition. Buyers want to gain their new clients' trust at the start of what they hope will be a successful relationship.

The "Transfer of Files and Return of Client Records in Sale, Transfer, Discontinuance or Acquisition of a Practice" interpretation in the AICPA Code of Professional Conduct (ET [section]1.400.205) took effect June 30, 2017. The interpretation is meant to protect clients' sensitive information as their files are transferred or returned during the sale, transfer, discontinuance, or acquisition of an AICPA member's practice. It should be no surprise that questions about this issue are common on the AICPA Ethics hotline.

Mergers and acquisitions are booming in the CPA profession because they are a popular way for firm leaders of the Baby Boom generation to move into retirement while providing a stable future for their clients and employees. Through December 2017, mergers and acquisitions involving the top 500 CPA firms totaled 154 for the year, compared with 125 for 2016, AICPA data show. And in 2015, when there were 134 mergers or acquisitions involving the top 500 firms, nearly one-third (31%) of firms with between $5 million and $10 million in yearly revenue reported that they had acquired another firm in 2015, according to the most recent AICPA Private Companies Practice Section Management of an Accounting Practice survey.

During these transactions--as well as during firm discontinuations--CPAs have a duty to make sure clients' files and information are treated ethically. The following fictional scenarios illustrate the principles CPAs are required to follow to uphold their ethical responsibilities.


Q: Josie Smith, CPA, a sole practitioner, is retiring. A week after selling her practice to ABC CPAs, she meets for lunch with a client, the owner of Great Day Dry Cleaners. Smith explains her retirement

plans and asks for permission to transfer the dry cleaner's business relationship and client files to ABC CPAs. The client says he would be happy to work with the successor Smith has chosen and tells her to go ahead and send his files to the new firm. The next day, Smith transfers the...

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