Finding an M&A attorney and a CPA who have done this before

The short version

You do not need every advisor signed up before you start looking. You do need them lined up before you make an offer.
Hire an M&A attorney who closes business purchases, not the lawyer who handled your house closing.
Hire a CPA who has worked on acquisitions, not only tax returns.
Look for recent experience on the buyer's side, at the size of business you are buying.
Ask how they bill before you hire. Check their licenses yourself.
Many buyers also lean on a buy-side advisor or an advisory group: experienced people who coach buyers through the whole process. They add to your attorney and CPA. They do not replace them.

Why these two, and why before an offer

The first serious document you sign is usually a letter of intent, the written offer that sets the price, the structure and how long you have to check the business. What goes into it shapes everything after. Your attorney and CPA should see it before you sign, not after.

Your M&A attorney reviews the letter of intent, negotiates the purchase agreement, which is the final contract, and protects you on what the seller promises about the business. They also help set up the company that will own the business.

Your CPA checks whether the earnings are real, explains how the price is split for tax purposes and helps you understand what the business will actually leave you after the loan payment. They may also help with or recommend a quality of earnings report, an outside accountant's detailed check of what the business earns.

What "done this before" means for a buyer

Recent purchases closed, on the buyer's side.
Businesses close to your size. Much larger deals use different documents and different habits.
Experience with your financing. If you plan to use an SBA loan, someone who has closed SBA-financed purchases will know what the lender requires.
Your industry, where it matters: licensed trades, healthcare, government contracts.

Where to find them

Other buyers who have closed. Ask who they used and whether they would use them again.
Your lender. Lenders who make acquisition loans see which advisors show up on closed deals.
Each other. A good M&A attorney knows CPAs who handle acquisitions, and the reverse.
A bar association referral service. Programs approved by the American Bar Association must set experience requirements for their panel attorneys and verify malpractice insurance. The ABA does not review individual lawyers, so treat a referral as a starting point.

Buy-side advisors and advisory groups

Buying a business is not a straight line. Deals change, sellers hesitate, lenders ask for more and problems surface late. Many buyers, especially first-time buyers, find it valuable to have someone experienced in their corner for the whole ride.

That help comes in two common forms:

Buy-side advisors. Individuals or firms you hire to find businesses, help you evaluate them and guide you through the purchase. Lesson B2.3 covers them in detail.
Buyer advisory groups. Groups made up of experienced buyers, operators and deal advisors who coach people through buying a business. Most work through a membership or a program. They typically offer guidance on searching, reading the numbers, structuring an offer, working with lenders and getting to closing, along with a community of other buyers going through the same thing.

Both can help you move faster and avoid common mistakes. Neither replaces your M&A attorney or your CPA. An advisor can tell you what to look for in a purchase agreement. Only your attorney can negotiate it for you.

Before you join or hire one, ask:

How are they paid? A membership fee, a retainer, a success fee or some mix.
Do they have referral relationships with lenders, attorneys or brokers they recommend? Good groups disclose them.
What have their members or clients actually closed? Ask for recent purchases at your size.
Who will you work with? An experienced advisor, or mainly course material and a community.

Check them yourself

Every state keeps a public record of licensed attorneys and of licensed CPAs, including any discipline. Search your state's name with "attorney lookup" or "CPA license lookup."

How they charge

Attorneys and CPAs bill hourly, by flat fee for a defined stage or with a retainer. Many combine them. Ask for an estimate by stage: the letter of intent, due diligence, the purchase agreement and closing. Ask what happens to the cost if the deal falls apart partway through, because some will.

For the attorney:

"How many business purchases have you closed for buyers in the last three years, and at what size?" Listen for: a clear number, mostly on the buyer's side, at sizes close to yours.
"Have you closed purchases financed with an SBA loan?" Listen for: yes, with a sense of what the lender's attorney typically asks for.
"What would you want to see in a letter of intent before I sign it?" Listen for: specific terms, such as how long diligence lasts, what is binding and what happens if financing falls through.
"How do you bill, and what does it cost if the deal does not close?" Listen for: an estimate by stage, in writing.

For the CPA:

"Have you worked on business acquisitions, and how recently?" Listen for: recent purchases, not only tax returns for existing businesses.
"How would you check whether a seller's earnings are real?" Listen for: tying the numbers to tax returns and bank statements, testing add-backs and when a quality of earnings report is worth it.
"How would the price allocation affect my taxes after I buy?" Listen for: a plain explanation of why buyers usually prefer more of the price assigned to assets they can write off.

For a buy-side advisor or advisory group:

"What have the buyers you work with closed in the last two years, and at what size?" Listen for: real purchases close to your size, not just the number of members or courses sold.
"How are you paid, and do you receive anything from the lenders, attorneys or brokers you recommend?" Listen for: a clear fee structure and full disclosure of any referral relationships.

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