Client retention is the underwriting question
The standard assumption is 80–90% retention. Most accounting-practice sale terms include a retention provision: if the buyer loses more than a defined percentage of revenue in the first year, the purchase price is adjusted downward through clawback or an earnout. Sellers who refuse retention terms are signaling something either that they know their clients won't stay or that they don't think they'll be involved enough to help. Walk away from "as-is" deals unless the price is heavily discounted.
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