We haven’t been on vacation.
We just haven’t published a Substack in three weeks because most of our summer has been spent heads-down matching accounting firm buyers and sellers across Canada and the States.
At last count, we have more than 12 transactions moving through different stages of the funnel. Some involve first-time buyers acquiring their very first practice; others involve institutional buyers and family offices trying to build national accounting platforms.
And in classic early-stage startup fashion, we’ve also been fundraising to build out the RSSL Mergers buyer platform while simultaneously working through those deals.
So yes, it’s been a busy summer!
Working inside actual transactions every day gives you a front-row seat to the gap between how simple a deal looks on paper and how complex it gets once the lawyers and regulators enter the room.
When a Cross-Border Deal Gets Complicated
One recent high-profile deal brought this into focus.
In March 2025, San Francisco-based BPM announced that it was expanding further into Canada through a combination with WBM Partners, a Canadian accounting and advisory firm with operations in Ontario and Alberta. The deal was expected to close on June 1, 2025, adding 37 professionals to BPM’s Canadian business.
On paper, the strategic logic was easy to understand. A top U.S. accounting firm was looking to expand its Canadian footprint, while an established Canadian practice brought the team, clients and geography to help make that happen.
What makes the combination particularly interesting is what it illustrates about cross-border accounting M&A.
BPM has publicly described its combination with WBM as effective June 1, 2025. At the same time, WBM continues to maintain its own public-facing presence as an accounting and advisory firm, while BPM notes on its Canadian website that Chartered Professional Accounting services are not currently available through BPM LLP in Canada.
We weren’t inside the boardroom and we don’t know how the parties ultimately structured the combination, nor should we speculate.
But the public-facing picture alone is a useful reminder that bringing a U.S. accounting firm and a Canadian regulated practice together can be far more nuanced than the headline suggests.
And that raises a much more interesting question for us than the specifics of any one transaction: What actually has to happen when an American accounting firm wants to buy or combine with a Canadian CPA firm?
The Problem Starts with What Exactly You are Buying
When American capital or U.S.-based Private Equity firms look at Canadian practices, the commercial math usually looks clean:
- Target Revenue: $5.0M
- EBITDA: $1.5M
- Multiple: 4.0x–5.0x
- Result: Strong recurring cash flow, eager seller and straightforward acquisition.
Except in Canada, regulatory framework precedes multiple, every single time.
In the United States, the massive surge of private equity into accounting has popularized alternative practice structures. U.S. firms frequently split their operations: non-attest tax and advisory services sit inside a private equity-owned or corporate holdco, while attest/assurance services remain strictly inside a partner-owned CPA firm.
The problem is that a Canadian CPA firm is not simply another privately owned operating company. Part of what makes the business valuable is also part of what makes the transaction complicated: it is a regulated professional practice.
Ontario is probably the clearest example.
CPA Ontario strictly mandates 100% CPA ownership for registered firms. Furthermore, its regulatory guidance explicitly states that private equity or corporate alternative practice structures designed to bypass those ownership rules are not permitted for public accounting services.
That creates an immediate issue for a U.S. accounting firm, private equity fund or family office looking at an Ontario target.
The Provincial Patchwork Complexity
To make things even more interesting, Canada isn’t a single regulatory market for accounting, it is a provincial patchwork:
- Ontario: Strictly mandates 100% CPA ownership and prohibits PE-style alternative structures for registered firms.
- British Columbia: Requires voting share control of professional accounting corporations to remain in the hands of CPAs in good standing.
- Alberta: Contemplates structures where CPAs operate in partnership with non-CPAs, provided CPAs maintain governing control if practicing under the CPA style.
This means a buyer building a national Canadian platform can’t simply create one legal structure in Toronto and duplicate it across Calgary and Vancouver. The services offered, the licences held by individual partners and the province of registration all affect how the transaction can be structured.
This is where cross-border accounting M&A starts getting much more interesting than the headline purchase multiple.
Structure Before Valuation
In cross-border accounting M&A, the traditional deal sequencing is upside down. Most discussions start with EBITDA multiples, deal terms and earn-out structures. But when crossing the 49th parallel, the foundational questions must be answered first:
- What is being acquired?
- Where do the economics sit?
- Who holds governance and control?
Calling non-attest services “advisory” or attempting to isolate them into separate corporate entities doesn’t automatically clear regulatory scrutiny. Provincial bodies actively evaluate the substance of these arrangements, not just the labels on the org chart.
The Takeaway for Canadian M&A
There is more U.S. and institutional capital interested in Canadian accounting right now than at any point in recent history. Canada’s fragmented landscape, aging partner demographic, and resilient recurring revenue make it a prime consolidation market.
The lesson from cross-border deals isn’t that American firms can’t buy Canadian practices - they can and they will.
The lesson is that sourcing a firm and agreeing on price is only Step One.
Cross-border accounting M&A requires deep regulatory architecture, structural precision and multi-provincial foresight long before non-binding letters of intent (LOIs) are signed.
The BPM/WBM combination is interesting to us because the strategic logic behind it was so easy to understand. A large American firm wanted to deepen its Canadian presence and an established Canadian practice brought the people, clients and geography to help it do that.
What we find more useful, though, is not trying to reverse-engineer the specifics of their transaction. It is recognizing what a deal like this represents.
When a U.S. accounting firm crosses the border, there are layers underneath the announcement that most people never see. Ownership requirements, professional licensing, the services sitting inside each entity and the rules of the provinces in which the firm operates can all affect how a transaction ultimately comes together.
That is why accounting M&A is one of those markets where the interesting part is no longer just finding the right seller.
It is building a structure that keeps the buyer, seller, lawyers and provincial regulators aligned is how deals actually cross the finish line.
That is something we have become much more conscious of as our platform RSSL Mergers has moved from simply identifying acquisition opportunities to sitting much closer to the actual transactions themselves.
