Buying the Trusted Advisor: What Accounting Practice Acquisitions Taught Bryan About M&A’s Hidden Traps
He is not a CPA. He has never lodged a tax return for a client. Yet Bryan Santos, Managing Director, Merger & Acquisition Solutions has built his career around business ownership, acquisitions and helping businesses create value. Along the way he has advised accounting firms, partnered in accounting practices and been involved in acquiring firms, giving him a unique perspective on one of the profession’s most relationship-driven sectors. His verdict on the deals everyone thinks are simple? “You can almost plan to have your plan not go to plan.”
The Outsider Who Bought In
Bryan’s route into accounting firm ownership was unconventional. His first job out of university in 2001 was with a business consulting franchise whose licensees were accounting practice owners. His job was to help them grow, and, tellingly, to help them evolve beyond tax and compliance into management accounting and advisory.
Returning to the industry years later in a very different capacity, he notes with a wry smile, the industry is still having the same conversation. “That was 25 or so years ago now. And people are still saying the next phase is to get out of tax and compliance and into advisory work. It hasn’t changed much.”
What did change was Bryan’s role. When he and his family decided to relocate to Queensland, his business partner, an accountant, floated an idea: find an accounting practice to buy, and go into partnership. One Gold Coast practice became two, then further acquisitions in Cairns and Brisbane followed, along with an insurance brokerage, the addition of a financial planning practice and a grants and tender writing business that later expanded into contract CMO and COO advisory work. Today the group he has played a key role in spans well beyond those foundations into mortgage broking, legal services and more. Bryan is quick to credit his business partner’s core role in making those deals happen. “The sourcing, structuring and early negotiations were my domain, but none of it gets off the ground without the right partner on the capital and execution side. That partnership was everything.”
“The trusted advisor is usually their accountant,” he explains. “One client can have multiple service offerings, and we can look after them on many different levels.”
Why Advisory Never Took Off for Accountant
If the pivot from compliance to advisory is such an obvious win, with value pricing over billable hours, deeper client relationships and better margins, why have so few firms actually made it?
Bryan’s answer is refreshingly human: it’s not a strategy problem, it’s a personality problem.
“Advisory requires a very different skill set to tax and compliance, and sometimes a different type of approach,” he says. For people with entrepreneurial flair, for example, the leap feels natural. For many technically brilliant accountants, it might be anything but. “It theoretically is a natural progression, but for many people, it’s not. It’s night and day.”
His prescription isn’t more training programs; the industry has plenty. It’s honest self-assessment and complementary teams. In his own firms, Bryan often handled the strategic conversations, what he jokingly calls “the fun side,” while accounting partners serve as the technicians. Neither pretends to be the other. “Once you can recognise what your strengths and weaknesses are, you can find the people who complement your weaknesses.”
A Seller’s Market Full of Owner-Shaped Risk
For would-be acquirers, the Australian market presents a paradox. A wave of retiring baby boomers means practices come to market constantly. Yet Bryan is blunt: “It is a seller’s market and has been for quite some time. There are more buyers than sellers.”
That imbalance forces buyers to confront the industry’s defining risk: accounting is a relationship business, and most practices are built entirely around their owner. The goodwill you’re paying for, which is really the client relationships, is exactly the thing most likely to walk out the door with the departing partner.
Early on, Bryan and his business partner tried to screen for well-systemised, non-owner-centric firms. Reality intervened. “Most accounting practices are like that. Very owner-centric. If you’re too picky, you’ll never get an opportunity.”
Being picky carries a second, subtler cost: your reputation with business brokers, who control most of the deal flow. Reject too many opportunities and, in Bryan’s words, “they’ll think you’re too hard to deal with.” The next listing then quietly goes to a hungrier buyer.
The 50% Solution
His answer to owner-dependency risk is elegantly simple: stop buying 100%.
In recent transactions, Bryan has helped businesses acquire minority or 50% stakes, leaving existing owners and senior staff in place. “It’s essentially running under the same team, except they’ve now got another partner with them,” he says. “When it comes to client-centric businesses like accounting practices, when you make changes, clients and staff get spooked.”
Less change in the first 12 to 24 months means less flight risk, from both clients and employees.
The Underestimated Challenges
Ask Bryan what buyers most underestimate, and he offers two answers. One is structural, the other existential.
The intermediary problem. Most practices sell through business brokers, and Bryan admits deals through intermediaries are simply harder. “Their job is to guide the process in a way that benefits them and their client. When there’s an intermediary involved, you have to talk through them, and it’s not ideal.”
The two things you can never diligence. Buyers can pore over financials, legal documents and technology stacks. But they typically cannot speak to the two constituencies that determine whether the acquisition succeeds: the staff and the clients. “How do you know whether those employees are actually good employees? Will the clients go if the owner leaves?” He’s seen it repeatedly. Clients confess post-sale that they only stayed out of loyalty to the departing founder: “I’m only staying because I’m friends with Johnny.”
His conclusion sounds like a Zen koan for dealmakers: “You can almost plan to have your plan not go to plan.”
Pre-Acquisition Is the New Post-Acquisition
The antidote, Bryan argues, is redefining what “pre-acquisition work” means. It isn’t just due diligence on the target; it’s stress-testing your own readiness. How would you absorb losing 10% of clients in the first year? What if key staff need replacing? What investment would that require?
Sometimes it means creating upside before the ink dries. He recalls advising a Sydney construction client acquiring a Victorian commercial builder. During due diligence, the teams began cross-referring clients between states. “Before my client even bought the business, we were already getting an increase in sales.” The new revenue offset the client attrition that typically dogs a deal’s first year.
His broader advice to first-time (and even second-time) acquirers: invest in experience. “Find people with grey hair to help and guide you through the acquisition process. Instinct is usually based on stuff you’ve gone through in some shape or form.”
Solvable Constraints and Asymmetric Upside
Ask most investors what industries look attractive and you’ll get a sector list. Bryan doesn’t think that way. His screen rests on two concepts.
Solvable constraints. Rather than glancing at three years of P&Ls, he demands a minimum of 24 months of monthly profit-and-loss statements and balance sheets, plus rolling aged receivables, amongst other things. He’s hunting for the story behind the numbers. A profitable business whose owners can never pay themselves? Dig deeper. Perhaps it’s servicing a legacy tax debt at punishing interest. “If we solved that constraint, got better finance or paid it off entirely, what would that do? That could be a good sign of a good business, because it’s a relatively solvable constraint.” Entrenched, hard-to-fix problems, by contrast, are his signal to walk away.
Asymmetric upside. Bryan rejects the textbook axiom that high returns demand high risk. “The reality is, it’s not true. You see it all the time in business. You can mitigate your risk and exposure and still have high upside.” Structuring deals (like partial acquisitions), pre-building revenue, and fixing solvable constraints are all ways of tilting the risk-reward ratio in the buyer’s favour.
Advice at the Fork in the Road
What about the sellers, the thousands of owners weighing whether to scale, sell, or hand the firm to the next generation?
Bryan’s starting point isn’t a valuation. It’s a question most founders have never seriously answered: what do you actually want?
“As business owners, you just fight, right? Every day you’re in the ring, dealing with what you have to deal with, week in, week out, year in, year out. Before you know it, you’re on a speed train, and you don’t often ask: where am I going?”
Only after that honest conversation does he turn pragmatic, reverse-engineering the timeline. Five years from retirement? Then the question becomes whether to groom a successor, systemise for sale, or bring in a partner, with each path mapped backwards from the owner’s real goal.
The Future: How Can AI Help Us, Not What Can AI Do?
No conversation about professional services in 2026 escapes artificial intelligence, and Bryan doesn’t dodge it. He believes most white-collar industries will be dramatically affected, pointing to major technology companies shedding staff, “ironically, because of technology.”
But he rejects the doomsday reading for accountants. The thread running back to the start of the conversation, through advisory, relationships and trust, is precisely what he believes AI cannot replace. “People want to sit down with you and talk through their plans, their goals, their family situations. That’s still going to be important no matter what happens with AI.”
The winners, he predicts, will be firms that flip the question. Not what can AI do? but how can AI help us? That means starting from the business’s needs and processes, then deploying the technology to make professionals more effective, not redundant.
“Those who can utilise AI in that way,” he says, “will play an important role, and probably dominate in some cases.”
Twenty-five years after first hearing that accountants needed to move beyond compliance, Bryan is still betting on the same fundamental asset: the relationship. The tools have changed. The deals have grown more sophisticated. But in a profession built on trust, the trusted advisor, human, grey-haired, and battle-tested, remains the thing worth buying.
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