Sammy was thinking to himself: Who would have ever believed it? And who would? Flashback: So much

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Sammy was thinking to himself: “Who would have ever believed it?” And who would? Flashback: So much had happened to Sammy. Years before, he had quickly passed the CPA exam. While he was one of the fastest risers ever at ZW& Co, he had been asked by his buddies Randy and Paul to go in with them in their own new firm. During this time, Randy and Paul had convinced some clients that they would get a better deal with them, and besides, the clients had dealt with them all along, anyway. Sammy had been concerned about the no-compete clause they had signed when they first signed up at ZW & Co., and Paul had tried to convince Sammy that there was no trouble. Paul’s brother over at Sooem & Tortz, Attorneys at Law, had assured him that it probably was unenforceable, although the case he was relying on was from out of state and dealt with a much longer no compete period (3 years instead of one year). Randy and Paul went on, taking some clients with them, later facing the wrath of the ZW & Co. in the courtroom. Didn’t help that Paul (but unknown to Randy) had copied client files. One bullet missed. Thankfully, he had survived the Kornyvirus epidemic of 2020-22. But, some dear older friends had somehow contracted it and had died. Thankfully, the vaccinations had saved society but it took years to get back to normal. Some things never came back…. Not inconsequently, Sammy and Janet continued seeing each other more and more, first at CPE breakfasts in Houston, then after hours, and finally, hey- they got married. Not surprisingly, she had quit the oppressive big 3 firm. They now had two great kids, and their own practice together. In fact, the firm had grown remarkably by word of mouth into a boutique firm primarily concentrating in oil & gas consulting (particularly as to reserves); tax compliance and planning; accounting services; some audit; and litigation consulting. There were ten other partners other than Janet and him at The Woodlands, but Janet was now working quite a bit from home, telecommuting. And believe it or not, she had brought in a large number of new clients, all adept at telecommuting. Wonderful stuff, this telecommuting and technology! She could do her work usually when she wanted, and how she wanted. She did all of this to slow down when the kids “came” and to stay at home with them, but with so more control of her time, she was almost doing as much as ever. She was the success story in so many ways, balancing family, work and life in general. And, there was no telling what she would have done if she had gone into the oil business on her own! But she loved what she was doing and was being paid handsomely for it. Sammy never forgot his pained decision to leave ZW& Co. It was one of the hardest decisions in his life. He really loved it there, and he clearly was on the fast track. But, the next step to partner could have taken around another four years or so. Typically impatient, he wanted to move ahead faster. His expertise was there, but the firm had its rules on experience and promotion. As earlier noted, Janet had left that big 3 firm (now, sadly, there were only two ‘big 2’ firms after the huge GIA scandal). She immediately hung out her shingle, and practiced primarily in oil & gas as an oil & gas consultant, where she immediately had more business than she could handle-(and still did, even today and even at her premium rates). Her reputation had indeed preceded her, and she needed help with the non-consulting part of her practice. So, it made sense for Janet and Sammy to team up, particularly since they were just married. So, back in times when not worrying if a salary check would be deposited (or if a check would bounce), the world was there, wide open and full of opportunity. While hating to give up a very good thing and the security that came with it, he nonetheless jumped ship, but left on very favorable terms. That couldn’t be said for Randy or Paul. And, while he didn’t want to admit it, the untimely death of Vince, his dear friend and mentor, as the result of a heart attack probably contributed to his decision, as well. In typical male fashion (a/k/a ego), Sammy thought his own good name (remember the Junior College scandal and all the press?) and expertise would produce significantly higher “dividends” than a salary at ZW & Co., and he thought he could attract some significant (translation- huge) complementary business. He was partially correct. The growth of the new firm, Taylor & Taylor CPAs had been typically bumpy on the nonconsulting part of the business- in other words, on Sammy’s part. It hurt his ego that Janet was the clear breadwinner and rainmaker, and he desperately had wanted to prove himself, too. But a quality practice takes time to grow. He also found out that being the big boss isn’t what it is all cracked up to be, management courses at SHSU and continuing education notwithstanding. Let’s not even mention the cash flow worries of the year when the first baby came and Janet could not work. And yes, who gets the responsibility for all the paperwork? You do. And after dealing with all of those management issues, you still have to go out and actually try to do the business of the firm- in other words, do something billable! Sitting there in reflection, he wondered if purposefully not choosing to go more heavily into auditing the larger companies would have mattered. After all, the clients were there. But--- well, you can wonder about things until they make you crazy. You see, Sammy was now trying to take life a little slower, particularly after being scared by a recent medical emergency that turned out to not be a heart attack. The doctor had said he was under too much stress. He remembered what happened to Vince and thought of the kids and Janet- and he knew he had too much to live for. The other work prestige just wasn’t as important. After all, life was good, and he wanted to keep it that way. Somehow the thought of simply giving the family a large life insurance payoff if he died didn’t really appeal to him, he wanted to be around to share with them their life experiences. Apparently, his dear friend Vince was still mentoring him, even today. While looking at pictures of Janet and the kids (the pictures were all already getting old, he needed to update them someday- but put it off… put it off…), he traveled back in time remembering with fondness their wedding. Being the ‘country bunch’ that they were, this had been a good old hill country wedding, with all the attendant activities thereto, including barbeque. Most Texans know that really good barbeque is like wine- it takes time. You have to do it right, which means that (along with great care and deliberate attention to its preparation) the slower you cook it- the better. If hurried, it is not near as good. (Aside: Ever been around those good old mesquite coal embers in a “pit” or trough, while the meat is suspended above it on “chicken” wire, as you baste it and turn it? Chicken, mutton, briskets, or sausage- can’t be beaten. But, it takes time and patience! Once you have had the “good stuff”, that stainless steel prepared or other so-called “BBQ” stuff cannot compare.) He recalled a friend, Ed Summers, had once said that a good life was much like BBQ- it takes time and careful tending. Ed had also suggested that there really should be no “dividing line” between one’s professional life and personal life- it should all be one core set of values- not one set of values for personal and another set for “work.” Sammy shook his head, thinking how simple but ever so true those observations were. He hoped he would never forget them. Well, so much for quiet time, he had to get back, at least for a moment, to running the practice. He was looking over some additional new suggested ad bylines for the online ad on FaceMask to complement those already there:

1. Come be a part of the best client list in Houston.

2. Our service cannot be compared to any other firm.

3. Debit & Credits? Leave the mystery to us. Being kind of distracted today, he handed the list to his office manager and asked her to make sure the ad bylines were within the TSBPA’s Rules, but he also wanted them to be effective as marketing tools, as well. The ads were not cheap, after all. The manager would report back later. Well, one (handed off) task is done! Not really wanting to work, Sammy started going off into his memories again and remembered back to the Pandemic of 2020-2021. He had lost his mother to the virus as had Janet. So sad, and so many good people lost. He then remembered the many bankruptcies of the era and the numerous good businesses and people that lost it all. But he also remembered the politics and fears that seemed to skew the recovery effort. But eventually, it worked out, and people got to go back to *almost* normal. The changes were notable. Later in the afternoon, he was surprised (and almost fell out of the chair) when he received a visit from Mr. Glenn Zack, one of the founding partners at ZW& Co. Glenn was quite the epitome of the “elder” partner of a firm, and you could almost feel his aura when he came into the room. After catching up on things, the bombshell fell: ZW & Co. wanted Taylor, Taylor & Co. to merge with them. After sucking some air, Sammy and Glenn continued the discussions. In general, ZW & Co. wanted to expand into The Woodlands, had never wanted to lose Sammy, and in general offered other inducements such as higher income, pensions, and the ability to manage and oversee certain areas and clients that he had always wanted to do. A moment of clarity overcame Sammy: he knew Glenn was really wanting Janet’s consulting business, which had continued to blossom (actually explode!). Let’s face it, she was the business. She still accounted for probably 60% of the firm billings, even today. Anyway, allegedly all of this was for various business reasons and also the fact that without a doubt, Taylor, Taylor & Co. had the highest ratings of any firm in the area, although it clearly was not the largest. While much more talk ensued, that was the gist of the meeting. And it was so nice not doing it via Zoom, as so many meetings were held in the early 2020s. People's contact still mattered! Glenn asked Sammy to talk it over with Janet and the other partners, and hopefully, they could meet next week at Tony’s (a very fancy restaurant in Houston). Sammy began remembering the troubles involved with merging with two much smaller firms- the personnel issues, the client issues, the lease problems, the computer issues, etc. But, “Relax!” Sammy told himself. “One thing at a time.” What a day. What a life! Thinking about how his personal and professional life had blossomed and how he and Janet had been so blessed over the years, Sammy thought: “Who would have ever believed it?”

Answer these questions below:

Briefly discuss and criticize (or compliment, as appropriate) each of the suggested ad bylines as viewed from a TSBPA point of view. What wording in an ad (i.e., one authored by you) would you write and suggest, based on what the firm seems to be trying to project, based on the ‘draft’ ads?

Looking into your crystal ball, on a macro level, how and why did America and the World change after the Pandemic? Was it for the best, in your opinion? Explain. On a more micro level, how were people’s lives changed, if at all, in their personal and business lives? Was it for the best, in your opinion? Explain.

Assuming merger talks continued, how much secrecy should be involved in such talks and why? What ethical issues are possible in a merger of accounting firms and how could they be resolved. How should the staff be involved, if at all? Explain.

Was Glenn Zack talking to the right person about the potential merger? In other words, was it appropriate if Sammy was the managing partner? What if he wasn’t a managing partner? Or, should he be talking to Janet first and/or someone else?