The Role of Local Accountants in M&A Transactions

In the Spanish middle-market M&A ecosystem, there is one player that rarely receives the attention it deserves: the local accountant or tax adviser who has managed the business owner’s books for twenty or thirty years. That adviser is, in the vast majority of cases, the first person the business owner calls when thinking about selling.

Their value is undeniable: intimate knowledge of the business, the family, and the business owner’s motivations. They know the real figures, the family tensions, whether the owner is selling from fatigue, health problems, or because their child does not want to continue.

However, most local firms lack the experience or resources to manage a business sale. Managing a transaction requires specific skills: buyer market knowledge, professional sale memorandum preparation, contract negotiation experience, understanding of typical M&A legal and tax structures, and process management capability.

The optimal model is collaboration: the local adviser brings business knowledge, trust relationship, detailed financial information, and tax supervision; the M&A specialist brings buyer access, sale documentation, competitive process management, and contractual negotiation.

What the local adviser can do before the sale: clean up the accounts, organise documentation, plan taxation, and advise on timing. What they should avoid: fixing the price, contacting buyers directly, and negotiating the purchase contract.

At Blue Mountain, we greatly value the presence of a competent local adviser alongside the seller. We invite local accountancies to get to know us and collaborate when their clients need an investment solution.

The Human Dimension of M&A

Behind every transaction in the middle-market, there are people making decisions that will affect their lives for years. The business owner contemplating a sale is not just executing a financial transaction — they are letting go of something that has defined their identity, provided their purpose, and shaped their daily existence for decades.

Understanding this human dimension is not optional for the serious investor — it is essential. The deals that close successfully and generate lasting value are overwhelmingly those where both parties feel heard, respected, and fairly treated throughout the process. The deals that fail — or that close but generate conflict afterwards — are those where one or both parties feel that the process was adversarial rather than collaborative.

This does not mean being soft on commercial terms. It means being honest about our position, transparent about our analysis, and respectful of the seller’s legitimate interests and concerns. It means recognising that the best outcome is not one where we extract maximum value from the other side, but one where both sides feel the terms are fair and the relationship has a solid foundation for the years ahead.

Lessons from Experience

After more than fifteen years and hundreds of transactions analysed, certain patterns become clear. The quality of advisers on both sides has a disproportionate impact on outcomes. Well-advised sellers have realistic expectations, organised documentation, and constructive approaches to negotiation. Poorly advised sellers have inflated expectations, chaotic information, and adversarial postures that undermine their own interests.

The timing of transparency matters enormously. Sharing information — about concerns, about reasoning, about limitations — early in the process builds trust and prevents misunderstandings from escalating. Withholding information for tactical advantage almost always backfires, because the middle-market is a small world where reputations are built and destroyed one transaction at a time.

Finally, patience is a genuine competitive advantage. The investor who can wait for the right opportunity, who does not force timelines, and who is willing to walk away from a transaction that does not feel right is the investor who, over a long career, accumulates a portfolio of excellent investments and a reputation that opens doors. In the Spanish middle-market, where relationships matter deeply and word of mouth travels fast, that reputation is perhaps the most valuable asset an investor can possess.