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Capital vs. control: PE’s impact on CPA firms

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Private equity’s growing presence in the accounting landscape has given rise to a substantial inflow of capital opportunities, empowering firms seeking to expand into new markets or deepen their presence in existing ones. Despite all the up-front benefits of non-bank lending, accountants can’t help but wonder about the true cost of going down this road.

Firms like Top 25 Firm Armanino LLP and Top 50 Firm Cohen & Co. have recently joined the ranks of the many who have taken on PE investments since 2021, when the deal between Top 25 Firm EisnerAmper LLP and PE firm TowerBrook Capital Partners set the stage for other investments to follow suit. While the idea of such a deal had been mulled over for several years beforehand, the investment in EisnerAmper is generally understood to be the first of its kind to come to fruition.

This year alone, EisnerAmper has used the funding to support four acquisitions: Tidwell Group, Edelstein & Co. LLP, Krost CPAs and Tighe, Kress & Orr PC.

Philip Whitman, CPA and CEO of advisory firm Whitman Transition Advisors LLC, said PE activity has only grown since that first investment, with 2024 being the year that investors have become more eager to invest in or partner with CPA firms.

“To date, our team has met with over 150 private-equity groups that have a desire to find foundational firms in the accounting/CPA firm arena. … Not a week goes by that I am not hearing a pitch or new thesis by at least three or four private-equity groups that are considering entering the accounting-firm space,” Whitman said. 

Read more: PE is rewriting the accounting playbook

While the money itself is a welcome addition for firms of various sizes, the conditions it could bring are less so — independence being the first such condition that could change following PE investments.

Firms that provide attest services must be majority-owned by licensed CPAs, but still allow for a minority stake to be owned by non-CPA entities. New York Governor Kathy Hochul signed a non-CPA ownership bill into law late last year, making New York the most recent state to allow “public accounting firms with minority ownership by individuals who are not CPAs to incorporate in New York State,” according to a press release.

As is often the case, PE transactions will result in a firm being divided into two entities, one owned by CPAs to oversee attest services, and the other wholly or part-owned by non-CPA private-equity partners that provide non-attest services such as tax, technology or consulting services.

Experts stress the importance of a clear distinction between which parts of a firm are owned by CPAs and which are not, both from a legal standpoint and a client relationship perspective.

“My understanding is that the PE firms have a bit of a workaround, with those employees and transferring income, but I feel that could be a very fine line or walking on thin ice,” said Stephen Mankowski, owner of the Pennsylvania-based accounting firm Mankowski Associates CPA. “Firms need to be independent both in fact and appearance. … The PE firms cannot have a relationship with any clients of the CPA firm.”

Even with those divisions, PE groups “putting tens or hundreds of millions of dollars into an organization will want a say” in how the broader organization is run, said Mark Masson, managing partner and head of the professional services at the Chicago-based Lotis Blue Consulting.

“It may look collaborative at first, but what does it look like six to 18 months in when you hit a bumpy patch?” Masson said.

Read more: Who will be in charge here?

Firms that can navigate those dilemmas gain access to a pool of investors hungry to dive into the world of accounting, promising vast funding for M&A strategies, technology investments, and.

“PE has raised the ‘performance bar’ for CPA firms by moving them from a ‘country club’ culture to a ‘country’ culture. … Specifically, they have instilled a culture of greater accountability (less autonomy) and hence a higher-performing firm over the ‘hold’ period,” said Allan Koltin, CPA and CEO of Koltin Consulting Group. 

Read on to learn more about the growing presence of PE in the accounting profession, and how experts are keeping a close eye on the promises and pitfalls of new investment activity.

Allan Koltin at the 2024 Accounting Today PE Summit

Allan Koltin at the 2024 PE Summit

The unequal impact of private equity in accounting

The influence of private equity and the much-needed capital it brings has been steadily growing across the accounting profession over the last few years. But seasoned professionals say that while it works for some, it’s not a cure-all.

“Private equity is not a silver bullet,” Allan Koltin of the Koltin Consulting Group told attendees at Accounting Today’s inaugural PE Summit, held in late November. “If you don’t do PE, that doesn’t mean you won’t be successful. But you do need to figure out what you’re going to do” to solve the issues of access to capital and resources that PE deals help with.

The values of PE are seemingly only an option for the higher-earning firms, Koltin explained, as the scrutiny of PE firms where earnings reviews are concerned is a high bar to clear.

“It seems like a lot of deals have happened, but believe me, the same number or more have died,” Koltin explained. 

Read more: Private equity isn’t a silver bullet

Private equity concept - single person rolling a giant coin

The private equity changeup in accounting career pathing

Private-equity investments, outside the obvious capital benefits, are repathing traditional career tracks across the accounting profession, according to a recent report.

The Accounting MOVE Project says PE is “challenging long-established firm structures” and “raising significant questions about the future of ownership models and their impact on career development,” according to a report it recently published. The report was co-sponsored by the Accounting & Financial Women’s Alliance and Top 100 Firm Moss Adams.

Career pathing has been a particular point of contention for many firms seeking to enlist fresh talent amid a growing shortage of new graduates. The report goes on to explain how PE buyers use structured opportunities for advancement within firms to incentivize retention.

Read more: Private equity changes accounting career paths

Allan Koltin (center) at the 2024 AICPA Executive Roundtable

Allan Koltin (middle) at the 2024 AICPA Executive Roundtable

Private equity is the beginning of a new era. Is it a good one?

Accounting has undergone numerous changes over the last four years, as private-equity firms have continued to grow in scale and number throughout the profession. Experts like Matthew Marinaro, a principal at PE firm Red Iron Group, say if this trend were likened to a baseball game, “We’re in the second or third inning.”

These partnerships have become prevalent in various forms, according to Allan Koltin, speaking at the AICPA Executive Roundtable in New York in September.

Models include instances of PE firms acquiring a piece of a Top 25 Firm to then provide capital for buying up smaller Top 500 firms, as well as more broad purchases of Top 30 to Top 100 accounting firms by middle-weight PE players.

Read more: PE is just the start of the changes coming for firms

merger.jpg

Revenue quality — not just quantity — is key

Those at the heart of the growing trend of M&A in accounting say recurring revenue is an important factor in any private-equity deal, but it’s revenue quality over quantity that will win out in the end.

One such person is Jason Slivka, a corporate development partner with Top 25 Firm Citrin Cooperman. His firm has executed at least seven notable acquisitions this year alone, including Coleman Huntoon & Brown PLLC, Mibar, Maier Markey & Justic LLP, S&G LLP, Teplitzky & Co. PC, Signature Analytics and Clearview Group — all stemming from funding it received in 2021 from New Mountain Capital.

While speaking at the Scaling New Heights conference in Orlando, Florida, this year, Slivka explained that his “holistic” approach to evaluating possible acquisitions starts with culture, then works its way outwards towards financial metrics.

“We will want to understand how they have managed their business throughout its course, so we can understand its culture and people,” he said.

Read more: Private equity in M&A looking at revenues, but not just any revenues

Private equity concept art

The private equity ‘revolution’ comes with risks

Private equity is having its moment in wealth management and accounting, following a significant drop off in deal activity by volume and value in 2023 when compared to the prior year. Experts remain wary, however, that capital options from nonbank entities could yield unforeseen risks.

In Top 100 Firm Cherry Bekaert’s most recent annual report on leveraged buyout deals, experts highlight how the higher interest rate environment present over the last few years drove up capital costs and pushed many towards alternative funding sources. This growth in the private-credit market has positioned PE firms as “the primary drivers of private credit consumption” but haven’t alleviated concerns of a growing PE bubble, the report said.

“As investments have begun to take shape and private equity demonstrates its ability to drive transformational growth and improve financial performance in people-heavy businesses, the hesitation has become less concerning,” the report said. “CPA, consulting and wealth management firms appear to be in the midst of a private equity-backed revolution.”

Read more: Private equity ‘revolution’ brings risks to wealth and accounting

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Accounting

In the blogs: Truths and consequences

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No more paper checks; death and tax debt; the perfect time to onboard software; and other highlights from our favorite tax bloggers.

Truths and consequences

  • Wolters Kluwer (https://www.wolterskluwer.com/en/solutions/tax-accounting-us/industry-news): The snowflake in the blizzard: President Trump has signed an executive order effectively eliminating the U.S. government’s long-standing practice of issuing paper checks — including refunds — to eliminate inefficiencies, reduce costs and enhance payment security. Key provisions of the order and what it could mean to the profession.
  • Institute on Taxation and Economic Policy (https://itep.org/category/blog/): The House tax plan, by the numbers.
  • The Wandering Tax Pro (http://wanderingtaxpro.blogspot.com/) And the good, bad and ugly about that big, beautiful bill.
  • Taxpayer Advocate Service (https://www.taxpayeradvocate.irs.gov/taxnews-information/blogs-nta/): How a “commonsense” proposal in Sec. 903 of the draft TAS Act would simplify estimated tax payments with evenly spaced due dates.
  • Taxnotes (https://www.taxnotes.com/procedurally-taxing): IRC provisions governing consolidated returns are grounded in the identification of an “affiliated group of corporations” (or an “affiliated group”) for which a consolidated return may be made. A few foundational matters and fact patterns to spot an affiliated group. 
  • Current Federal Tax Developments (https://www.currentfederaltaxdevelopments.com/): A U.S. appeals court recently addressed a critical issue for estate tax practitioners: the deductibility of transfers mandated by a prenuptial agreement as “claims against the estate.”
  • Withum (https://www.withum.com/resources/): When companies face new tariffs or increases to existing ones (who doesn’t, these days?), mechanisms that can be implemented are bonded warehouses, the Customs Reconciliation Program or setting up a foreign trade zone. Plusses and minuses of each, including tax considerations.
  • Dean Dorton (https://deandorton.com/insights/): How tariffs factor into inventory accounting for income tax purposes, as well as pitfalls that can trigger unfavorable tax consequences.

To the Swift 

  • Taxjar (https://www.taxjar.com/resources/blog): Starting a new biz is likely a time-sucking thrill-a-minute for clients. Take one thing off their to-do list with this sales tax compliance checklist.
  • TaxProf Blog (http://taxprof.typepad.com/taxprof_blog/): Taylor Swift’s hard-earned reputation as a savvy music mogul inspires other creative spirits to be “fearless” in their artistic endeavors. But a taxpayer’s financial ability to live out their wildest dreams may depend on their chosen medium.
  • The Sales Tax People (https://sales.tax/expert-articles/): The latest that e-commerce clients need to know about marketplace facilitator laws. 
  • Sovos (https://sovos.com/blog/): While we’re on the subject, what is sales tax, anyway? A step-by-step look.
  • Trout CPA (https://www.troutcpa.com/blog): What to remind them about the FICA Tip Credit.
  • The National Association of Tax Professionals (https://blog.natptax.com/): This week’s “You Make the Call” looks at Leo, owner of a small HVAC business who recently hosted a summer kick-off barbecue at his shop for his five technicians (he also participated). No customers or other management staff attended. Leo provided sodas, juice, burgers and brats. Is the cost of the food and beverages fully deductible or subject to the 50% limit?
  • Boyum & Barenscheer (https://www.myboyum.com/blog/): Two financial planning tools to help manufacturer clients weather uncertainty.
  • Yeo & Yeo (https://www.yeoandyeo.com/resources): Never mind the soul. What happens to debt, including tax debt, when someone dies?

Making connections

  • Vertex (https://www.vertexinc.com/resources/resource-library/filter/field_asset_type/blog?page=0): Companies seek a lot of benefits from a “connected commerce” strategy. But the pace of change in retail is intense, and tax leaders need to keep an eye on how many shifts can affect compliance. 
  • Mauled Again (https://mauledagain.blogspot.com/): Are tax pros sufficiently social to lower their risk of dementia? 
  • CLA (https://www.claconnect.com/en/resources?pageNum=0): After three filing seasons with Schedules K-2 and K-3, patterns and pain points have emerged. Introduced to improve the reporting of international tax info, these schedules have had far-reaching impacts even for real estate and private equity partnerships with little or no foreign activity.
  • TaxProCenter (https://accountants.intuit.com/taxprocenter/): Once firms invest in a new tax engine, onboarding and data conversion go on the back burner as firms deal with extended returns. This seemingly logical and unavoidable shift sets the stage for potential mayhem come January. Five reasons extension season is a great time for onboarding.
  • The Rosenberg Associates (https://rosenbergassoc.com/blog/): Favorite headline of the week: “To PE, or Not to PE, Is That the Question?”

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Accounting

GT soups up compliance capacities with AI-based platform

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Compliance professionals at top 10 firm Grant Thornton will now be making use of the newly-enhanced CompliAI platform, which has gone from a largely spreadsheet-driven classic automation solution to one infused with generative AI from end to end to streamline and enhance service delivery. 

The platform uses advanced AI capabilities, including GenAI Assistants and a GPT Model Series to automate key tasks such as risk and control rationalization, question and procedure generation, and document request list creation. For example, it will suggest questions for the professional to ask, and based on the answers, generate additional followup questions and tasks. The software also features a suite of tools, including dashboards, task management, in-app commenting, notifications, a methodology document library, and a centralized file repository. This is so professionals can conduct tasks in minutes that would have traditionally taken days or weeks. 

Mike Kempe, chief information officer of Grant Thornton Advisors, noted that beyond efficiencies, another major intention with this solution was to create a more consistent experience for their clients. Different professionals approach things in different ways, both in and out of the accounting world, and so the client experience can vary widely depending on who is working on an engagement at a given time. It is hoped that this new platform can smooth out some of that variation so clients can get a better idea of what to expect. 

“We’re providing a better service to our client and a much more consistent one as well because we’re no longer relying on the quality of individuals, we’re relying on AI… In the past, the issue was that if I was providing a service I would do it one way, and [if] John was providing the service, he would do it a different way, so clients would get inconsistent quality. With this, we increase the quality, and it’s going to be much more consistent,” he said. 

Paradoxically, though, he believes this will actually serve to create a more, not less, personalized experience for clients. By using AI to get through the routine processes that the accountant would ordinarily be doing themselves, they have more time and energy for close collaboration with the specific client and so can take on a more strategic role in compliance engagements. 

“Our professionals right now [are focused] on how to use AI and on building that relationship with the client and making this a much more personalized service than we have had in the past,” he said. 

The newly-enhanced CompliAI platform is just one more step in GT’s wider AI ambitions. Kempe said they plan to replicate this approach across many more service sectors. The firm has a roadmap for at least five more AI-based solutions released over the next year and a half as part of its vision to incorporate the technology throughout its numerous practice areas. When pressed on the particulars he declined to be too specific, but said people can expect many different solutions. 

“There’s a lot of productivity solutions that we’re building at the moment, and we’re working with our partners and some startups as well [to roll it our internally.] There’s a couple more AI solutions in the audit space as well as in the tax space that we’re currently working on… But suffice to say, we’re investing heavily. We’re on a very significant roadmap to put AI into everything we do. That’s our mission,” he said. 

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Accounting

Accounting firms should start auditing AI algorithms

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Wall Street has learned the hard way that black-box models can wreck balance sheets. Enron’s off-ledger special-purpose entities fooled analysts because auditors lacked the tools, or the will, to probe opaque structures. 

Two decades later, AI presents an even thornier transparency challenge, yet the accounting profession already owns the mindset to fix it. We can turn the audit playbook into an AI assurance framework that policymakers have been groping for.

A year ago, the Center for Audit Quality surveyed partners across industries and found that one in three companies has already embedded generative AI in core financial processes. That wave is cresting before governance rules are in place. The CAQ warned that model drift, undetected bias and hallucinated explanations could all distort financial statements if engagement teams rely on AI without documented controls.

The National Institute of Standards and Technology released the AI Risk Management Framework 1.0 in January 2023 after input from more than 240 organizations. A generative-AI profile, added in July 2024, provides detailed guidance for managing risks like prompt logging, hallucination and bias in generative models. Big adopters, including Microsoft and Workday, have already mapped their internal controls to the NIST RMF.

Regulators are starting to echo that warning. The Public Company Accounting Oversight Board issued a spotlight last July that could not be clearer. Humans remain responsible for any work product produced with AI assistance, and auditors must document how they evaluated the tool. It is accounting’s Sarbanes-Oxley moment for neural nets. If we seize it, we can shape a pragmatic oversight regime.

What would that look like? Start with the three legs every auditor knows: evidence, materiality and independence. Evidence means logging every prompt and output so reviewers can replicate the conclusion. Materiality means setting quantifiable tolerances for algorithmic error, not hand-waving about “low risk.” Independence means assigning a separate team, ideally with data scientists who hold no stake in the model’s success, to challenge assumptions. None of these ideas requires a new federal agency. They require extending time-tested audit standards to predictive code.

Europe has fired the opening shot. The EU AI Act classifies AI used in finance and education as “high risk” and mandates conformity assessments before deployment. U.S. firms operating in both markets will soon discover that the cost of exporting software can dwarf the cost of exporting widgets if documentation is sloppy. American regulators need not mimic the EU AI Act clause for clause, but they should embrace the Act’s insight: riskier models deserve stricter audits.

The National Telecommunications and Information Administration agrees. Its March 2024 report sketches an AI accountability ecosystem built on third-party audits, incident registries, and benchmark datasets. That is music to accountants’ ears; it sounds like GAAP for algorithms. Auditors have spent a century refining peer review, work-paper retention, and inspection cycles; they can transplant those muscles to model assurance with minimal retooling.

Skeptics worry about talent shortages, yet firms once trained auditors in statistical sampling when that was new. Tomorrow’s audit associate will need R or Python alongside pivots, but the pedagogy remains: test controls, document exceptions and issue an opinion. The pipeline problem is solvable if higher education integrates AI ethics and assurance modules into accounting curricula now.

A second objection is competitive secrecy. Companies say revealing model internals will hand over trade secrets to rivals. Audit protocols offer a compromise: confidentiality agreements for reviewers plus public summaries of findings, akin to key audit matters. Investors care less about the recipe than about the assurance that the chef followed food-safety rules.

History offers a precedent. When Congress created the Securities and Exchange Commission in 1934, financial statements suddenly had to meet public standards. Far from stifling growth, transparency fueled the longest bull run in history by lowering information risk. AI assurance can do the same. Markets crave clarity more than ever as algorithms move from back-office helpers to decision makers that allocate credit, price insurance and flag Suspicious Activity Reports.

The next 12 months are decisive. The PCAOB is weighing whether to update its audit standards explicitly for AI. Instead of waiting, firms should pilot voluntary algorithm audits and publish the results. The first mover will earn reputational capital that no marketing budget can buy, and the blueprint will help regulators draft proportionate rules.

Trust has always been accounting’s export. In the AI era, the ledger expands from debits and credits to tokens and weights. The discipline that once tamed creative bookkeeping can now tame creative code, and that, more than any flashy demo, is what will keep capital flowing. Audit survived spreadsheets; it will thrive on silicon.

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