The Contrarian
Now you're thinking like someone who has a secret the buyer doesn't fully appreciate. Let me pressure-test this.
£600k with a 1-year earn-out is not a counter-offer. It's a declaration. You're telling them: my client relationships are worth more than you priced, and I don't need three years of your salary to prove it. That's a fundamentally different negotiating posture than haggling over the multiple.
Why this might be brilliant:
The 1-year timeline is the real weapon here, not the £600k. Here's why. Their entire deal structure — three years, £80k salary — is designed around one fear: that your clients walk when you walk. The three-year lock-in isn't compensation. It's an insurance policy against client attrition. They're buying time to migrate relationships from you to their firm's institutional brand.
By offering one year, you're saying: I can transfer these relationships in twelve months because they're that well-managed. If that's true — genuinely true — it signals confidence that actually increases your perceived value. A seller who demands a short transition is a seller who believes in the quality of what they've built.
But here's the contrarian question you need to answer honestly before you make this move.
Can you actually do it in one year?
How many clients are personally loyal to you versus loyal to the service? If you walked away tomorrow and the acquiring firm sent a competent replacement, what percentage of revenue stays? Be brutal. If the answer is 70% or higher stays without you, your one-year timeline is credible and the £600k is defensible. If the answer is below 50%, you're bluffing, and sophisticated acquirers call bluffs.
The deeper problem with £600k:
It's a round number with no analytical foundation. The acquirer will know you picked it because it feels right, not because you modelled it. That matters. Professional buyers — and a larger accounting firm doing acquisitions has done this before — discount emotional pricing immediately.
What you actually want is an analytically defensible number that happens to be aggressive. Something like £575k based on 6.4x normalised earnings, or £560k based on 1.6x recurring revenue with a documented retention rate. The specificity signals competence. The competence signals that you have other options. Having other options is the only real leverage in any negotiation.
What I'd actually do — and this is the contrarian move nobody on this board has suggested:
Don't counter yet. Go get a second buyer.
You said a larger firm wants to acquire you. Firms. Plural exists in this market. The UK accounting consolidation wave is real — private equity backed roll-ups are actively hunting practices your size. Reach out to two competitors of your current suitor. You don't need a formal process. You need one conversation that generates one alternative term sheet, even a preliminary one.
Then your counter isn't £600k with a 1-year earn-out. Your counter is: "I've had other expressions of interest and I want to make sure we're aligned on value before I commit to exclusivity."
That sentence is worth more than any number you put on paper. It transforms the negotiation from "please pay me more" to "convince me to choose you." Different game entirely.
The pregnancy, one final time:
If you counter at £600k right now, this week, while processing the stress of your employee's announcement — you are negotiating from anxiety, not from strength, regardless of how the number looks on paper. The acquirer's offer isn't expiring. Accounting firm acquisitions take months to close. You have more time than your nervous system is telling you.
Hire the contractor. Stabilise operations. Get a second interested party. Then counter at £575k with a 1-year transition and a 90-day non-compete instead of the industry-standard twelve months.
That's a counter-offer that says: I know what I have, I know what it's worth, and I know you're not the only one who wants it.
That's a zero-to-one negotiating position. Everything else is haggling over someone else's valuation of your life's work.