01
Partner Operating & Shareholder Agreements
Designing compensation tiers, origination credits, capital accounts, managing-partner voting thresholds, mandatory retirement timelines, and deadlock tie-breakers.
Partnership & Governance Counsel for CPA, Advisory & Professional Firms.
Drafting partner operating agreements, book-of-business buyout formulas, restrictive covenants, and handling partner exits and mergers for accounting, engineering, consulting, and agency leaders.
Regulated Enterprises & Clinical Practice ยท Lead Counsel: Matt Wozniak, JD / CPA, Reese Serra (P74482)
Sector FocusCPA, Wealth & Advisory Firms
Lead AttorneysMatt Wozniak, JD / CPA & Reese Serra (P74482)
Court VenuesOakland, Macomb, Wayne & Federal Courts
Headquarters125 E. 3rd St, Suite 100, Rochester, MI
What causes partnership litigation in accounting, wealth, and consulting firms?
Disputes in professional service firms almost always stem from outdated or generic operating agreements that lack an objective valuation formula for a departing partner's book of business, omit client-nonsolicitation liquidated damages, or fail to distinguish retirement buyouts from for-cause dissociation.
Core legal architecture for cpa, wealth & advisory firms.
Structured entity isolation, commercial contract precision, tax alignment, and courtroom enforcement built for owners and executive teams.
Discuss This Mandate →
02
Book-of-Business Acquisitions & Firm Mergers
Structuring CPA firm and agency tuck-in acquisitions with client-retention-based earnouts, successor liability protections, and seller transition covenants.
03
Client Non-Solicitation & Partner Exit Defense
Enforcing client-piracy liquidated damages provisions, trade-secret confidentiality, and negotiating quiet, business-preserving partner separations.
Controlling statutory framework.
Every operating agreement, acquisition, lease, and litigation strategy is anchored to the Michigan and federal authorities governing cpa, wealth & advisory firms.
Statutory & Regulatory Benchmark 01
Michigan Professional Service Corporation Act (MCL 450.1281 et seq.)
Statutory & Regulatory Benchmark 02
Michigan LLC Member Oppression & Dissociation Rules (MCL 450.4515; MCL 450.4509)
Statutory & Regulatory Benchmark 03
Michigan Non-Compete & Non-Solicitation Statute (MCL 445.774a)
Principal counsel & trial readiness.
Your matter is led directly by senior attorneys who combine entrepreneurial ownership experience, CPA tax fluency, and decades of Michigan courtroom advocacy.
Founding Attorney & Managing Member ยท Bar P74482Reese SerraSenior Litigation & Trial CounselBrian D. HarrisonAttorney & Certified Public Accountant (JD / CPA)Matt Wozniak
CPA & Advisor Referral Revenue Program ($7 to $15 PEPM)
CPAs, benefits brokers, and payroll advisors partner with Boost Benefits to bring vetted IRC Section 125 programs to employer clients while earning recurring partner compensation.
Frequently asked questions: CPA, Wealth & Advisory Firms
Direct answers to the structural, transactional, and litigation questions Michigan owners ask most often.
How are CPA and advisory firm buyouts typically valued?
Rather than fixed dollar numbers that quickly grow stale, modern agreements use a multiple of recurring collected fees coupled with multi-year payout schedules adjusted for actual post-departure client retention.
Are client non-solicitation clauses easier to enforce than broad non-competes?
Yes. Courts readily enforce narrowly drafted client and employee non-solicitation covenants paired with reasonable liquidated-damage buyout formulas because they protect specific firm relationships without barring an advisor from practicing.
What triggers a minority member oppression claim under Michigan MCL 450.4515?
Willfully unfair and oppressive conduct that substantially interferes with a member's interests as a member, such as terminating distributions while inflating majority salaries or freezing a partner out of financial records.
Can The Private Firm act as conflict-free co-counsel for CPA firms' business clients?
Yes. We regularly collaborate with Michigan CPAs and wealth advisors strictly on legal entity, transaction, trust, and litigation work while respecting the advisor's primary client relationship.