Due diligence
Quality of earnings, unusual items, related-party transactions, and the gap between management reporting and a set of statements you can trust.
Buying a Business
Buying a business: diligence and structure
Before you sign, someone has to test the accounts, compare a share deal with an asset deal, and say whether the price still makes sense.
What a buyer needs from a CPA and CBV
Amir Rosenthal helps buyers in Ontario, including Toronto and the GTA, read a target the way an accountant and valuator would: what earnings are maintainable, what working capital should convey, what tax is waiting, and whether the asking price is supportable.
Share versus asset
Different tax, different liabilities, different depreciation. The choice is commercial, and it should be modelled before the letter of intent hardens.
Deal structure
Earn-outs, holdbacks, working-capital collars, and vendor notes all change the real price. Structure is where valuation and accounting meet the contract.
If you are selling rather than buying, use theselling a business page. Formal opinions of value are described underbusiness valuation. After closing, many clients stay for accounting and tax.
Common questions
What does accounting due diligence cover?
The work tests whether the numbers you are buying are real, repeatable, and complete enough to price. That usually means quality of earnings, working capital, debt-like items, tax exposure, and the owner’s personal imprint on the results. Scope follows the size of the deal and the quality of the books.
Share purchase or asset purchase, who decides?
Both parties have tax and legal reasons to prefer one or the other. Structure is a negotiation informed by tax, liability, and what is actually being acquired. Amir Rosenthal can walk through the accounting and tax consequences; counsel documents the agreement.
Can you value a target we are considering?
Yes, where independence and information access allow. A Chartered Business Valuator’s conclusion or calculation is a different product from a buyer’s internal pricing model. See the business valuation page for purposes and limits.
Do you work with first-time buyers and start-ups?
The practice works with private companies and start-ups, including people buying their first company. A complimentary introductory discussion is the way to see whether the work and the timeline are a fit.
Will you replace our lawyer on a deal?
No. Legal work stays with counsel. The accountant and valuator role is diligence, value, and structure from a numbers perspective, in coordination with the rest of the team.
Complimentary discussion
Call or email. A short first conversation is usually enough to see if the work belongs here.