Every valuation model, every credit decision, and every index weighting in the American capital markets rests on one page that investors never independently verify: the auditor's opinion. The rest of a financial report is open to challenge—by analysts, by counterparties, by forensic specialists such as ourselves. The opinion is different. It is the verification itself, the point at which the market stops checking and starts trusting. That is why the following development deserves considerably more attention than it has received. As of the middle of 2026, ten of the twenty largest accounting firms in the United States are backed by private equity capital.¹ Nearly half of the thirty largest have taken outside investment or restructured themselves to accommodate it.² And in June of this year, KKR agreed to acquire a majority interest in Crowe—the twelfth-largest firm in the country and, until then, one of the more prominent holdouts—in a transaction reported at nearly $3 billion.³
Five years ago, the count was zero: private equity had never successfully taken a stake in a firm of that tier. Today, a substantial share of the profession that certifies the financial statements of public companies, private credit borrowers, and private investment funds is owned, in meaningful part, by investors whose business model is to buy an asset, expand its earnings, and sell it within a defined horizon. The referee has acquired an owner. The owner has a return target. And the return target has a deadline.
Buxton Helmsley wants to be precise about what this analysis argues and what it does not. We do not contend that private equity ownership has degraded any particular audit, and we do not contend that outside capital is incapable of improving a profession that has genuine problems capital can help solve. We contend something narrower and, we believe, more durable: the incentive architecture behind the audit opinion has been rebuilt in under five years, the rebuilding is nearly invisible to the investors who rely on those opinions, and the disclosure framework has not begun to catch up. When the incentives of a gatekeeper change and the change is undisclosed, the appropriate response is neither panic nor complacency. It is scrutiny, applied before the cycle turns rather than after.
The wave began quietly. The first notable transactions surfaced in August 2021, when TowerBrook Capital Partners announced an investment in EisnerAmper; New Mountain Capital followed that fall with a majority stake in Citrin Cooperman, and Parthenon Capital invested in Cherry Bekaert in June 2022.⁴ Each was received at the time as an experiment whose outcome would not be known for years. The experiment did not stay small.
In February 2024, Hellman & Friedman and Valeas Capital Partners announced a majority investment in Baker Tilly, with published reports placing Hellman & Friedman's contribution above $900 million—briefly the largest such transaction on record.⁵ It held the record for roughly a month. In March 2024, New Mountain announced a majority investment in Grant Thornton, the seventh-largest firm in the country with more than $2.3 billion in annual revenue, the biggest private equity deal the profession had seen.⁶ When the transaction closed that June, press reports placed the New Mountain-led group's position at approximately 60 percent of the firm's United States business, centered on the non-audit operations, with the investors connected to the audit practice through a management services agreement—and the closing arrived more than a week after the firm began laying off approximately 350 employees.⁷ In November 2024, CBIZ, the lone publicly traded survivor of an earlier consolidation era, acquired Marcum in a cash-and-stock transaction valued at $2.3 billion, with Marcum's attest practice folding into CBIZ's affiliated CPA firm.⁸
Then the capital began to recycle. In January 2025, Citrin Cooperman became the first accounting platform to be flipped from one sponsor to the next, passing from New Mountain to a Blackstone-led group at a reported valuation of $2 billion—and observers noted at the time that asset managers such as KKR and Carlyle could be expected to follow Blackstone into the sector.⁹ ¹⁰ Within eighteen months, KKR did exactly that. In 2026, Schellman passed from Lightyear Capital to Goldman Sachs Alternatives, and one adviser who has counseled several of the era's landmark transactions projects that sponsor-to-sponsor sales will accelerate through 2027 and 2028 as the first generation of investors reaches the end of its hold period.¹⁰ In April 2025, Baker Tilly and Moss Adams announced a merger valued at approximately $7 billion—supported by additional equity from Hellman & Friedman and Valeas,¹¹ with additional private credit reported to be raised behind the transaction¹²—creating the sixth-largest CPA firm in the United States upon closing that June. The combined firm operates through two entities: Baker Tilly US, LLP, the licensed firm that signs audit opinions, and Baker Tilly Advisory Group, LP, where the sponsors' capital sits.¹³ And in June 2026, Crowe—which had spent years rebuffing sponsor approaches—agreed to its KKR transaction, with Eide Bailly announcing a deal of its own in the same period, each adopting the same two-entity structure.¹ ³
The aggregate figures are difficult to absorb. One industry tracker now follows 250 private-equity-related transactions in the American accounting sector since 2019, involving more than fifty distinct sponsors, with January 2026 alone opening at more than three times the prior year's average monthly pace.¹⁴ Research published by the International Federation of Accountants in 2026 counted 177 direct sponsor investments in accounting firms globally between 2015 and 2025, which in turn facilitated 875 follow-on roll-up acquisitions—1,052 transactions in all—with each direct investment in 2025 generating an average of 7.6 additional transactions.¹⁵ Investment bankers covering the sector projected in late 2025 that more than half of the thirty largest American firms could be sponsor-backed by year-end, and one projection quoted in an investment bank's sector review holds that private equity's presence among the 2,000 largest firms will grow from roughly 5 percent to more than 50 percent within five years.¹⁶
Institutional investors should understand that this is not an abstraction confined to private company work. The consolidation is actively reassigning public company audit relationships at scale. In 2025 alone, CBIZ's affiliated CPA firm added 168 SEC-registered audit clients—152 of them inherited from Marcum—while Baker Tilly recorded 66 net client gains, the bulk arriving through the Moss Adams combination.¹⁷ Hundreds of public companies now have their financial statements audited by firms whose economics were restructured, in whole or in part, in the past thirty-six months. Only about a quarter of direct sponsor investments globally involve assurance practices serving public interest entities,¹⁵ which is precisely why the American cohort matters: it is the segment of the wave where the audit franchise—and the investing public's reliance on it—is most directly implicated.
The transactions share a common chassis, and the chassis is where the forensic analysis begins. State accountancy laws generally require that firms performing attest work be majority-owned by licensed CPAs, which would appear to place audit practices beyond a financial sponsor's reach.⁴ The industry's answer is the alternative practice structure. The firm is divided in two. A licensed CPA firm—typically retaining the historic name and the letters “LLP”—continues to sign audit and attest opinions and remains owned by its licensed professionals. Everything else—the tax and consulting businesses, the personnel functions, the technology, the back office, and the growth engine—is transferred into a separate advisory entity, and it is that entity in which the sponsor invests. The two are then bound together by a management services agreement—the contract through which the sponsor-owned side of the house maintains its relationship with the audit practice.⁷ Grant Thornton operates this way, as do Baker Tilly, Citrin Cooperman, EisnerAmper, and Cherry Bekaert, and Crowe will reorganize into the same two-entity arrangement before its KKR transaction closes.³
The elegance of the structure is that it satisfies the ownership rule as written. The difficulty is what it does to the rule's purpose. The licensing regime assumed that the economics of an audit firm and the professional obligations of its owners would sit in the same place. Under an alternative practice structure, they need not. The CPAs own the entity that signs the opinion; the sponsor owns, in substantial part, the entity that employs the auditors' colleagues, that controls much of the technology and administrative machinery on which the attest practice depends, and that captures the growth the platform generates—and investor-side personnel can end up with authority over the compensation of the very partners who sign the opinions. State regulators have begun to say this plainly: the dual-entity structure has been described as sidestepping the state rules that mandate majority CPA ownership, limiting regulators' ability to enforce licensing and ethical standards, and boards in Oregon and Virginia have opened work on rule changes in response.¹⁸
The securities regulator arrived at the same concern earlier. In August 2022, the SEC's then-acting chief accountant, Paul Munter, issued a statement directed at audit firm restructurings that remains the clearest official statement of the problem. It reminded firms that the Commission's independence rule reaches every entity associated with the accounting firm, that a sponsor's fund structures must be traced to determine which entities fall inside that perimeter, that the staff would view it as a “high hurdle” for a restructured firm to provide attest services to entities within the sponsor's own structure, and that firms unable to comply post-transaction could face enforcement by the Commission, the PCAOB, or both.¹⁹ The statement also identified the feature of private equity that makes compliance genuinely difficult rather than merely tedious: a sponsor's portfolio never stops changing, with entities entering and leaving it continuously, which means an independence analysis that was accurate at signing can be stale by the first fiscal quarter thereafter.¹⁹ Munter returned to the theme in 2024, cautioning that firms taking capital from investors never before subject to the profession's independence and ethical obligations must reckon with what that ownership signals to their own professionals,²⁰ and putting the point more directly in public remarks: private equity represents capital “not historically grounded in a public interest mindset.”²¹
The United Kingdom, characteristically, has been more explicit about the mechanical consequences. The Financial Reporting Council wrote to audit firms in September 2024 that it was “not in principle against” external capital, while insisting that the ownership requirements be satisfied in substance as well as form.²² The FRC has separately confirmed the operational corollary: an audit firm acquired by a private equity fund is prohibited from auditing that fund, its portfolio companies, and their significant affiliates, and individuals within the sponsor who are positioned to influence audits may themselves become covered persons subject to personal independence requirements.²³ Consider what that principle implies at American scale. The large sponsors now buying accounting platforms each control, or hold significant influence over, dozens or hundreds of companies, alongside credit positions and co-investments that change continuously. The firms being acquired, meanwhile, are commercially intertwined with the asset class buying them: Crowe alone advertises more than 1,500 private equity firm clients.²⁴ Commentators have already sketched collision paths of this kind—for example, an auditor whose owner holds a stake in a software vendor used by that auditor's own clients.²⁵ Others require no imagination: an attest client competing directly with the sponsor's portfolio, or a fund audit in which the fund's counterparty is also the auditor's owner. None of these situations is hypothetical wrongdoing. Every one of them is an independence analysis that did not exist five years ago, performed inside a structure the investing public cannot observe.
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Outside capital has attempted to buy the accounting profession once before, and the episode is worth recalling with some precision, because the industry has largely elected not to.
In the late 1990s, a group of so-called consolidators—American Express, through its Tax and Business Services division; H&R Block; and Century Business Services, known today as CBIZ—began acquiring CPA firms, deploying public-company capital into a profession that had never had outside owners.²⁶ Because the same ownership rules applied then, the same workaround was invented: the alternative practice structure dates to this era. When H&R Block acquired the non-attest business of McGladrey in 1999, the attest firm, McGladrey & Pullen, remained a separate CPA-owned partnership tied to the corporate organization through an administrative services agreement—the precise template now being repeated at many times the scale.²⁷ ²⁸
The consolidator era ended in retreat. The roll-up economics disappointed, integration proved harder than the models assumed, and American Express—whose buying spree had been the emblem of the trend—sold its entire accounting division to H&R Block in 2005 for $220 million, exiting the experiment it had once symbolized.²⁹ The structure itself then demonstrated its instability from the inside: in July 2009, McGladrey & Pullen delivered 210 days' notice of its intent to terminate the administrative services agreement binding it to H&R Block's business services arm, a formal, publicly disclosed step toward severing the arrangement from within.²⁸ The structure survived the episode, but not for long: two years later the experiment formally reversed. McGladrey & Pullen agreed in August 2011 to buy the business back from H&R Block for approximately $610 million,³⁰ and upon closing described itself as returning to a traditional partner-owned CPA firm structure.³¹
Buxton Helmsley draws two lessons from the episode, and neither is that history simply repeats. The first is that outside owners of accounting franchises entered for the economics and exited when the economics disappointed—and when they exited, the fate of the attest practice was negotiated by owners whose fiduciary obligations ran to their own shareholders, not to the investors relying on the opinions the attest firm signed. The second is that the current wave is not a new idea. It is the same idea, executed this time with leverage, with dozens of sponsors instead of a handful of corporate buyers, with a defined exit built into the capital's mandate from the first day, and with a far larger share of the public company audit market inside the perimeter. The consolidators of 1999 at least intended to hold what they bought. The sponsors of 2026 raise their capital on the promise that they will not.
An audit practice and a private equity fund keep time differently, and the difference is the center of the analysis. Sponsors typically underwrite a hold of roughly three to seven years, and the first generation of accounting investments is already trading, and the expectation within the industry is that sponsor-to-sponsor sales will build through 2027 and 2028 as funds approach the end of their lives.¹⁰ An audit franchise, by contrast, is a decades-long asset whose value is reputational and whose worst outcomes—the missed fraud, the unsupported opinion—surface years after the work is performed and often after the owner who set the incentives has exited. A five-year owner captures the margin expansion while bearing little of the tail risk, which matures on someone else's watch. That asymmetry does not require bad faith to matter. It only requires ordinary optimization.
The early evidence on where the capital actually flows is consistent with the asymmetry. Academic researchers examining the first cohort of transactions have found that sponsor investment accelerates acquired firms' revenue growth in non-audit services but not in audit services, alongside rapid geographic expansion and acquisition-driven headcount growth.³² The pattern is rational: advisory work scales and is where the demand growth sits; audit work is recurring but slow-growing, liability-laden, and constrained by independence rules. But it leaves the attest practice in a peculiar position—the regulated, lower-growth storefront attached to the asset the owner is actually building. The compensation architecture has been rebuilt around the same clock. The traditional model, in which partners accepted modest current income against a deferred, pension-like payout over ten or fifteen years of retirement, has been replaced at sponsor-backed firms by upfront payments and rollover equity whose value is realized at the next sale, with professionals now oriented toward a liquidity event every five to ten years.⁴ As one veteran of the profession observed of these transactions, the partner near retirement sees a payday, while the partner a decade from it inherits a wager on the exit.⁴ The wager is layered onto leverage: debt has entered the profession's capital structures alongside the new equity, from the private credit reported behind the Baker Tilly–Moss Adams combination¹² to the Apollo-financed recapitalization that accompanied BDO's restructuring—prompting one consultant to the profession to call the moment “a reckoning for the partnership model.”⁹
All of this is occurring in a profession whose human capital is already stretched. More than 300,000 accountants and auditors left the field between 2019 and 2022, and by 2024 the workforce was estimated to be 340,000 smaller than five years prior.³³ The supply of replacements keeps falling: American universities awarded 55,152 accounting degrees in the 2023–2024 academic year, down 6.6 percent on top of a 9.6 percent decline the year before.³⁴ And the quality baseline onto which this ownership experiment has been grafted is not reassuring. The PCAOB found significant deficiencies—engagements in which the firm failed to obtain sufficient evidence to support the opinion it had already signed—in 46 percent of inspected audits in 2023, improving to a still-remarkable 39 percent in 2024.³⁵ George Botic, then the PCAOB's acting chair, was direct about the new variable, warning in December 2025 that sponsor ownership could over time shift firm incentives such that “profitability may outweigh audit quality,” and that sponsor-driven consolidation risks concentrating market power in a shrinking field of firms.³⁵ The United Kingdom offers an early sketch of that concentration: the number of licensed audit firms fell by more than 20 percent in only four years, from 5,127 in 2019 to 4,038 in 2023, with private equity consolidation cited among the contributing forces.³⁶ The regulator, to its credit, has not pretended to know the answer. The PCAOB has publicly invited the academic community to study how private capital is reshaping firm incentives, chains of command, and culture,³⁷ and the Board opened a research project on alternative ownership structures.³⁸ Investors should register what it means that the audit regulator considers the ownership of the profession an open research question while the ownership change itself is already well advanced. The subject of the experiment, meanwhile, is not small: the S&P 500 alone pays its auditors roughly $5.4 billion in fees every year for the assurance now being financialized.³⁹
The argument for sponsor capital in accounting is genuine, and Buxton Helmsley has no interest in caricaturing it.
The profession has a succession problem the partnership model has struggled to solve: retiring partners are owed buyouts that younger partners are decreasingly willing or able to fund, and sponsor capital settles in one transaction what internal financing spreads across a generation.⁴ The profession has an investment problem: audit methodology, automation, and data tooling require capital that a partnership distributing its profits annually struggles to accumulate, and the early deals demonstrably moved money—EisnerAmper raised its technology budget from $18 million to $30 million after its transaction,⁴ and Cherry Bekaert's sponsor capital funded, among other things, an automated system for tracking its own auditors' independence.⁹ The profession has a talent problem, and firms offering equity upside have been winning recruits against larger rivals.⁴ Scaled challengers to the largest firms could, in principle, improve competition and choice in a market that has needed both. Nor is the early empirical record alarming: the first academic studies find weak preliminary evidence of improved audit quality among clients of sponsor-backed auditors,³² a separate research team presenting at the PCAOB's own conference has approached the question with genuinely open priors,⁴⁰ a scholar of the field has noted that evidence tying price increases or quality declines to these investments remains limited,⁹ and the Dutch financial markets regulator has approached the question empirically, publishing an initial indicator-based analysis of statutory audits at sponsor-affiliated practices rather than reasoning from assumption.⁴¹ The FRC itself acknowledges that external capital could, in the right circumstances, fund audit quality that firms could not otherwise afford.²²
A fair reading concedes all of it. The forensic rejoinder is that every point in the defense is an observation from the honeymoon. The favorable evidence is drawn almost entirely from the first years after investment—the period in which the sponsor is building the platform, courting further sellers, and highly motivated to keep the franchise pristine—and almost entirely predates the two events that actually test the structure: the debt-service strain of a downturn, and the exit. The first flips occurred only in 2025 and 2026; no sponsor-owned American audit platform has yet been tested by a full credit cycle or a distressed exit. The defense is also, at bottom, an argument about averages, and audit failure is not an average phenomenon. It is a tail event, and the modern independence regime exists in its current form because the cost of the tail—Enron, WorldCom, and the investors who absorbed them—dwarfed any efficiency the old arrangements gained in the mean. Finally, and most importantly for our purposes: even if every claimed benefit is realized, not one of them answers the disclosure question. A structure can be beneficial and still be one that investors are entitled to see. Today, no disclosure shows it to them.
The rulemaking apparatus has noticed, which is itself informative. On December 29, 2025, the AICPA's Professional Ethics Executive Committee issued an exposure draft that would substantially rewrite the independence rules around these structures: treating attest firms and their affiliated advisory entities as network firms bound by identical independence requirements, restricting the attest firm from serving a controlling sponsor's other portfolio companies, sweeping investor-side personnel with authority over audit partner compensation into the covered member definition, and requiring firms to disclose to clients which entity actually provides which services—while carving out passive sponsors that confine themselves to investment activity and strategic advice.⁴² The comment period closed on April 30, 2026, and thoughtful commentators within the profession have already argued the draft does not go far enough, on the ground that no firm-level safeguard can neutralize the undue influence threat once a sponsor participates in decisions touching quality control or partner compensation.⁴³ State boards are moving in parallel.¹⁸ IOSCO, the global body of securities regulators, placed sponsor ownership of audit firms on its 2026 agenda, asking whether existing safeguards offset the new risks to independence and governance.⁴⁴
Notice, however, what every one of these workstreams has in common: they regulate the relationship between the firm and its sponsor. None of them tells the investing public anything. The audit report filed with a 10-K does not disclose who owns the economics above the firm that signed it. Nothing requires the audit committee's report in the proxy statement, or the auditor ratification proposal shareholders vote on every year, to disclose whether the issuer's auditor operates inside an alternative practice structure at all, let alone which sponsor sits above it, how much leverage the platform carries, or when the sponsor's fund reaches the end of its life—and in practice they do not. An institutional investor who wished to know, today, whether the auditor of a portfolio company is three years from its owner's intended exit would have to reconstruct the answer from trade press. The profession's ownership was rebuilt in five years, and the disclosure owed to the people who rely on its signatures was rebuilt not at all.
Buxton Helmsley does not believe the appropriate response is to presume that a sponsor-backed auditor is a compromised auditor. We believe the appropriate response is to relocate the burden of proof onto the structure, and to insist—through audit committees, through proxy votes, and through the terms allocators set with their own managers—on disclosure sufficient to evaluate it. The following are the demands we believe institutional investors should now make.
First, investors should demand that audit committees disclose the ownership of the auditor they ask shareholders to ratify. The proxy statement should state whether the issuer's audit firm operates within an alternative practice structure involving outside investors, identify the sponsor or sponsors, and describe how the committee evaluated the arrangement's implications for independence. This information exists; the committees that select auditors either have it or should be embarrassed not to. Its absence from the ratification process is a gap with no principled defense.
Second, investors should demand that audit committees perform, and describe, structural diligence on an annual basis, refreshed with every renewal. The relevant questions are concrete. Which entity employs the professionals who staff the issuer's audit? Who sets the compensation and promotion architecture around the engagement partner? Who owns the audit methodology and the technology it runs on? What are the terms of the management services agreement between the attest firm and the advisory company, and how much leverage sits on the platform above both? A committee that cannot answer these questions has not evaluated its auditor; it has evaluated a brand.
Third, investors should demand conflict mapping that refreshes as the sponsor's portfolio does. A point-in-time independence representation is obsolete against an owner whose holdings change continuously. Audit committees should require notification covenants: if the sponsor, its funds, or its co-investors acquire a position in the issuer, its significant counterparties, or its direct competitors, the committee learns of it within a defined period and re-evaluates, rather than discovering the overlap in the following year's independence letter.
Fourth, investors should demand exit-event protections before the exit arrives. Every sponsor-backed platform is built to be exited; that is the design. Committees should secure the right to be notified of any change of control above the advisory entity, to review the successor owner's portfolio for conflicts, and to reconsider the engagement without penalty. The moment of maximum pressure on a platform's economics—the sale process itself—should not be a moment the audit client experiences only in retrospect.
Fifth, limited partners should turn the same lens on their own managers. Allocators should ask each sponsor to which they commit capital whether it holds interests in accounting firms, and if so, how it manages the conflicts that follow: whether portfolio companies or affiliated funds are audited by the owned firm, whether valuation or transaction services flow to it, and how information barriers are policed. Allocators should ask the parallel question of the funds they invest in—whether the fund's own auditor is owned by a sponsor with any economic relationship to the manager. In an industry in which the auditors of private capital are increasingly owned by private capital, the circle deserves to be traced before it closes.
Sixth, investors should treat silence as information and act on it through the tools they already hold. Ratification votes are advisory, but they are read. Where a committee declines to disclose the ownership and structure of the auditor it proposes, investors can vote accordingly and say why. Comment processes at the AICPA, the state boards, the PCAOB, and IOSCO exist for exactly this input, and the investing public has been conspicuously absent from the debates conducted so far among firms, sponsors, and regulators. The parties negotiating the rules all have economics at stake. The party the rules exist to protect should be in the room.
Buxton Helmsley has written throughout this series about the quiet weakening of the audit function—the evidentiary standards that have not caught up to free forgery, the going-concern warnings that vanished as bankruptcies climbed, the fight over the regulator itself.⁴⁵ Ownership is the fourth vulnerability, and the last one. A generation ago, under the pressure that culminated in Sarbanes-Oxley, the profession tore its consulting empires away from its audit practices and built a wall between them, because the conflict between serving management and checking management had become unsurvivable. Two decades later, capital did not climb back over that wall. It bought the building on one side, signed a services agreement with the other, and scheduled the sale.
We do not know whether sponsor ownership will, on net, damage audit quality; neither, by its own admission, does the regulator studying it. What we know is that the experiment is being run live, on the assurance infrastructure of the American capital markets, with the investing public as the uncompensated counterparty and with no disclosure to the people whose reliance makes the signature valuable. The auditor's opinion has always been the cheapest thing in the markets to rely upon and the most expensive thing to doubt. Investors are now entitled to ask three questions that were unnecessary five years ago: who owns the auditor, what did they pay, and when do they intend to sell. Until issuers and audit committees answer them as a matter of course, the prudent assumption is the one that governs every undisclosed incentive—that if the answer were reassuring, someone would have volunteered it by now.
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Referenced Sources:
[1] CFO Brew, “10 of the Top 20 CPA Firms Are Backed by Private Equity,” June 2026, https://www.cfobrew.com/stories/10-of-the-top-20-cpa-firms-are-backed-by-private-equity (reporting that the Crowe and Eide Bailly transactions brought the count of private-equity-backed firms among the twenty largest United States CPA firms to ten, with both firms adopting alternative practice structures that separate attest from non-attest services).
[2] Cherry Bekaert, “Private Equity Report: 2025 Trends and 2026 Outlook,” February 2026, https://www.cbh.com/insights/reports/private-equity-report-2025-trends-and-2026-outlook/ (reporting that, as of early 2026, almost half of the top 30 CPA firms in the United States have some form of private equity investment or alternative practice structure, and that more than 50 private-equity-related transactions occurred in the sector through 2025).
[3] Crowe LLP, “Crowe Accelerates Long-Term Growth Trajectory with Investment from KKR,” press release, June 11, 2026, https://www.crowe.com/news/crowe-accelerates-long-term-growth-trajectory-with-investment-from-kkr; Consultancy.us, “KKR to Acquire Crowe in Nearly $3-Billion Deal,” June 2026, https://www.consulting.us/news/13547/kkr-to-acquire-crowe-in-nearly-3-billion-deal (reporting, per The Wall Street Journal, a transaction valued at nearly $3 billion in which KKR and co-investors would acquire a majority of Crowe's United States business, with Crowe reorganizing into separate attest and non-attest entities prior to closing).
[4] Kenney, A., “Private Equity Eyes Accounting Firms Large and Small,” Journal of Accountancy, February 1, 2023, https://www.journalofaccountancy.com/issues/2023/feb/private-equity-eyes-accounting-firms-large-and-small/ (describing the TowerBrook Capital Partners investment in EisnerAmper announced in August 2021, New Mountain Capital's majority stake in Citrin Cooperman in the fall of 2021, and Parthenon Capital's June 2022 investment in Cherry Bekaert; the regulations requiring that audit firms be majority-owned by CPAs and the resulting alternative practice structure; the replacement of deferred partner retirement payouts with immediate payments and rollover equity oriented toward liquidity events every five to ten years; the observation by consultant Gary Shamis contrasting the position of retiring and rising partners in these transactions; and EisnerAmper's increase in its technology budget from $18 million to $30 million following its transaction).
[5] CPA Practice Advisor, “Sounds Like Baker Tilly and Moss Adams Are Getting Hitched,” April 11, 2025, https://www.cpapracticeadvisor.com/2025/04/11/sounds-like-baker-tilly-and-moss-adams-are-getting-hitched/159023/ (noting Baker Tilly's February 2024 partnership with Hellman & Friedman and Valeas Capital Partners and the firm's acquisitions in the period following that investment); CPA Practice Advisor, “Grant Thornton Closes Deal With Private Equity Firm New Mountain Capital,” June 3, 2024, https://www.cpapracticeadvisor.com/2024/06/03/gra/106284/ (reporting, per published reports, that more than $900 million of the Baker Tilly investment came from Hellman & Friedman, which had been the largest private equity deal involving a public accounting firm until Grant Thornton's).
[6] Accounting Today, “Grant Thornton Gets Major PE Stake From New Mountain Capital,” March 15, 2024, https://www.accountingtoday.com/news/grant-thornton-gets-major-pe-stake (describing New Mountain Capital's majority investment in Grant Thornton, then the seventh-largest United States firm with more than $2.3 billion in annual revenue, as the biggest private equity deal in the accounting field to that point).
[7] CPA Practice Advisor, “Grant Thornton Closes Deal With Private Equity Firm New Mountain Capital,” supra note 5 (reporting, per The Wall Street Journal, that the New Mountain-led group's investment constituted a 60 percent stake in Grant Thornton's United States unit centered on the non-audit business, connected to the audit practice through a management services agreement between the two entities; that CDPQ and OA Private Capital made minority investments alongside New Mountain; and that the closing followed the commencement of approximately 350 layoffs by more than a week).
[8] Ideagen Audit Analytics, “Auditor Changes Roundup: Q1 2025,” https://www.ideagen.com/thought-leadership/blog/auditor-changes-roundup-Q1-2025 (reporting CBIZ CPAs' November 2024 acquisition of Marcum's attest business as part of a cash-and-stock transaction between CBIZ and Marcum valued at $2.3 billion overall).
[9] Bloomberg Tax, “Private Equity-Fueled Shakeup Coming for Accounting Industry,” April 30, 2025, https://news.bloombergtax.com/financial-accounting/private-equity-fueled-shakeup-coming-for-accounting-industry (reporting the sale of Citrin Cooperman from New Mountain Capital to a Blackstone-led investor group after the firm's value had reached $2 billion; that roughly a quarter of the 30 largest United States firms struck similar deals in 2024; the expectation among market participants that asset managers such as KKR and Carlyle could follow Blackstone into the sector; BDO USA's restructuring with debt financing from Apollo; Cherry Bekaert's use of sponsor capital to build an automated system for tracking its auditors' independence; and Duke University law professor Elisabeth de Fontenay's observation that evidence tying price increases or quality declines to private equity investment in the sector remains limited).
[10] CFO Brew, “Accounting Enters Its Private Equity ‘Flip’ Era,” April 30, 2026, https://www.cfobrew.com/stories/2026/04/30/accounting-enters-its-private-equity-flip-era (describing Citrin Cooperman's January 2025 change of sponsors as the industry's first sponsor-to-sponsor sale, Schellman's 2026 sale from Lightyear Capital to Goldman Sachs Alternatives, typical private equity hold periods of three to five and up to seven years, and adviser projections of accelerating sponsor-to-sponsor sales through 2027 and 2028).
[11] Consultancy.us, “Baker Tilly and Moss Adams to Merge in Deal Valued at $7-Billion,” April 28, 2025, https://www.consulting.us/news/11751/baker-tilly-and-moss-adams-to-merge-in-deal-valued-at-7-billion (reporting a transaction valued at $7 billion, additional equity provided by Hellman & Friedman and Valeas a little over a year after their acquisition of a majority stake in Baker Tilly, and a combined firm of approximately 11,500 people).
[12] The Finance Story, “Baker Tilly US & Moss Adams Merge in a $7B Deal…To Become 6th Largest US CPA Firm!,” May 2025, https://thefinancestory.com/baker-tilly-and-moss-adams-merge-create-6th-largest-us-cpa-firm (reporting that additional private credit was being raised to support the transaction).
[13] Baker Tilly, “Baker Tilly and Moss Adams to Combine to Create an Industry-Defining Advisory and Accounting Firm in a Strategic Merger Backed by Hellman & Friedman,” press release, April 21, 2025, https://www.bakertilly.com/news/baker-tilly-and-moss-adams-to-combine (describing the post-closing structure in which the firms' audit businesses combine as Baker Tilly US, LLP, a licensed CPA firm, while advisory, tax, and other services combine under Baker Tilly Advisory Group, LP, with principals holding equity alongside Hellman & Friedman and Valeas; the combination created the sixth-largest advisory CPA firm in the United States upon closing in June 2025).
[14] CPA Trendlines, “PE Deal Tracker Update: Alan Whitman Plants a Flag in the Private Equity Landscape,” February 16, 2026, https://cpatrendlines.com/2026/02/16/cornerstone-pe-deal-tracker-pe-update-alan-whitman-plants-a-flag-in-the-private-equity-landscape-2020-2026/ (tracking 250 private-equity-related transactions in the United States accounting sector since 2019 across more than 50 sponsors, with January 2026 opening at more than three times the prior year's average monthly pace).
[15] CPA Practice Advisor, “Over 1,000 Accounting Firms Globally Have Been Involved in Private Equity Investment in the Past Decade, IFAC Says,” March 6, 2026, https://www.cpapracticeadvisor.com/2026/03/06/over-1000-accounting-firms-globally-have-seen-private-equity-investment-in-the-past-decade-ifac-says/179385/ (summarizing International Federation of Accountants research counting 177 direct private equity investments in accountancy firms that facilitated 875 roll-up acquisitions between 2015 and 2025, a consolidation index of 7.6 additional transactions per direct investment in 2025, and the finding that only about 25 percent of direct investments involve assurance practices serving public interest entities or exchange-traded companies).
[16] KPMG Corporate Finance LLC, “Professional Services Industry Update Winter 2025,” https://corporatefinance.kpmg.com/us/en/insights/2025/professional-services-industry-update-winter-2025.html (reporting that 11 of the 30 largest United States accounting firms had taken private equity investment as of the third quarter of 2025, that over half of the top 30 could be private-equity-backed by year-end, and quoting a prediction that private equity's presence among the 2,000 largest firms would grow from 5 percent to more than 50 percent within five years).
[17] Ideagen Audit Analytics, “Auditor Changes Roundup: 2025 Annual Summary,” April 2026, https://www.ideagen.com/thought-leadership/blog/auditor-changes-roundup-2025-annual-summary (reporting that CBIZ CPAs PC recorded 168 new SEC-registrant engagements in 2025, 152 of them former Marcum clients, and that Baker Tilly US LLP recorded 66 net client gains, with 63 engagements arriving from former Moss Adams clients following the merger completed in June 2025).
[18] Council on Licensure, Enforcement and Regulation, “Private-Equity Ownership of Accounting Firms Poses Challenges for State Boards,” September 10, 2025, https://www.clearhq.org/news/private-equity-ownership-of-accounting-firms-poses-challenges-for-state-boards-9-10-25 (describing state regulators' concern that dual-entity structures sidestep state requirements mandating majority ownership by credentialed CPAs, limiting regulators' ability to enforce licensing and ethical standards, and noting rulemaking activity by the Oregon and Virginia boards).
[19] Munter, P., Acting Chief Accountant, U.S. Securities and Exchange Commission, “Auditor Independence and Ethical Responsibilities: Critical Points to Consider When Contemplating an Audit Firm Restructuring,” August 29, 2022, https://www.sec.gov/newsroom/speeches-statements/munter-statement-auditor-independence-ethical-responsibilities-082922 (analyzing which entities within a private equity structure are associated entities of an accounting firm for purposes of the Commission's independence rule; describing the demanding compliance posture where a firm provides attest services to entities within the investor's structure; noting that a private equity structure changes continuously as entities enter and leave the investment portfolio; and warning that firms unable to comply post-transaction may face enforcement proceedings by the Commission, the PCAOB, or both).
[20] Munter, P., Chief Accountant, U.S. Securities and Exchange Commission, “Fostering a Healthy ‘Tone at the Top’ at Audit Firms,” May 15, 2024, https://www.sec.gov/newsroom/speeches-statements/munter-statement-audit-firms-051524 (observing that audit firms have sought investments from third parties that have not been subject to the profession's independence and ethical responsibilities, and that, depending on how those investments are structured, they could lead a firm's professionals to question its commitment to independence and high-quality audits).
[21] Bloomberg Tax, “SEC Chief Accountant Flags Risks of Private Equity Dealmaking,” August 12, 2024, https://news.bloombergtax.com/financial-accounting/sec-chief-accountant-flags-risks-of-private-equity-dealmaking (quoting Mr. Munter's remarks at an academic accounting conference in Washington).
[22] Financial Reporting Council, “FRC Letter: External Private Capital and Audit Firms,” September 26, 2024, https://www.frc.org.uk/news-and-events/news/2024/09/frc-letter-external-private-capital-and-audit-firms/ (outlining the regulator's approach to changes in audit firm ownership, acknowledging that external capital could in the right circumstances fund enhancements to audit quality, and emphasizing that ownership requirements must be maintained in substance as well as in form).
[23] Institute of Chartered Accountants in England and Wales, “Private Equity Investment in Audit Firms,” regulatory guidance, https://www.icaew.com/regulation/working-in-the-regulated-area-of-audit/audit-regulations-and-guidance/private-equity-investment-in-audit-firms (relaying the Financial Reporting Council's confirmation that an audit firm acquired by a private equity fund is prohibited from auditing the fund, the fund's portfolio companies, and their significant affiliates, and that individuals within the fund positioned to influence the conduct or outcome of an audit may become covered persons subject to the FRC Ethical Standard's independence requirements).
[24] Crowe LLP, “Private Equity Services,” company website, accessed July 2026, https://www.crowe.com/industries/private-equity (advertising more than 1,500 private equity firm clients).
[25] Financial Executives International, “Private Equity Acquisitions of Accounting Firms: A Double-Edged Sword?,” December 2024, https://www.financialexecutives.org/FEI-Daily/December-2024/Private-Equity-Acquisitions-of-Accounting-Firms-A.aspx (describing potential conflicts where a sponsor's portfolio intersects with the audit firm's client base, including the example of a portfolio technology company whose financial reporting software is used by the accounting firm's audit clients, and noting that the perception of such relationships can itself erode public trust).
[26] The CPA Journal, feature on the consolidation of CPA firms, January 1999, http://archives.cpajournal.com/1999/0199/Features/F140199.html (describing the operating consolidators of the era, including American Express Company through American Express Tax and Business Services Inc., H&R Block Inc. through HRB Business Services Inc., and Century Business Services Inc., known today as CBIZ).
[27] RSM US LLP, “About RSM,” firm history, https://rsmus.com/about.html (recounting the 1999 sale of McGladrey's non-attest assets and business to H&R Block Inc., the maintenance of McGladrey & Pullen as a separate attest firm owned and managed by its partners to ensure independence, and the later repurchase of RSM McGladrey from H&R Block).
[28] H&R Block, Inc., Quarterly Report on Form 10-Q, U.S. Securities and Exchange Commission, 2009, https://www.sec.gov/Archives/edgar/data/0000012659/000095012309069608/c54990e10vq.htm (describing the alternative practice structure and administrative services agreement between RSM McGladrey, Inc. and McGladrey & Pullen LLP, and disclosing McGladrey & Pullen's July 21, 2009 delivery of 210 days' notice of its intent to terminate that agreement).
[29] Accounting Today, “Block Party! H&R Acquires AmEx TBS,” August 2005, https://www.accountingtoday.com/news/block-party-h-amp-r-acquires-amex-tbs (reporting American Express's sale of its Tax and Business Services division to H&R Block for $220 million, and recounting that American Express and the other consolidators had difficulty making the roll-up model profitable).
[30] Accounting Today, “Block Sells RSM to McGladrey & Pullen,” August 23, 2011, https://www.accountingtoday.com/news/block-sells-rsm-to-mcgladrey-amp-pullen (reporting McGladrey & Pullen's agreement to purchase RSM McGladrey back from H&R Block for $610 million, reuniting the assurance, tax, and consulting practices under a partnership structure).
[31] Florida Trend, “McGladrey & Pullen Completes Purchase from H&R Block,” 2011, https://www.floridatrend.com/article/961/mcgladrey-pullen-completes-purchase-from-hr-block/ (reporting completion of the acquisition and the firm's return to a traditional partner-owned CPA firm structure).
[32] Doan, T., Utke, S., Zhou, Y. & Zou, Y., “The Consequences of Private Equity Investment in Accounting Firms,” working paper, 2025, https://papers.ssrn.com/sol3/papers.cfm?abstract_id=5147703 (finding preliminary evidence that private equity investment accelerates acquired firms' revenue growth in non-audit services but not in audit services, facilitates geographic expansion and acquisition-driven growth, and producing weak preliminary evidence of improved audit quality among clients of private-equity-backed auditors relative to clients of non-backed auditors).
[33] The CPA Journal, “The Disproportionate Effects of Declining Interest Within Different Accounting Fields,” December 1, 2025, https://www.cpajournal.com/2025/12/01/the-disproportionate-effects-of-declining-interest-within-different-accounting-fields-2/ (citing The Wall Street Journal's 2022 reporting that more than 300,000 accountants left the field between 2019 and 2022 and Bloomberg's 2024 reporting that the workforce counted 340,000 fewer accountants than five years earlier).
[34] Journal of Accountancy, “The Accounting Graduate Pipeline: Where Do Things Stand?,” October 27, 2025, https://www.journalofaccountancy.com/news/2025/oct/the-accounting-graduate-pipeline-where-do-things-stand/ (reporting, from the AICPA's 2025 Trends report, that schools awarded 55,152 accounting bachelor's and master's degrees in the 2023–2024 academic year, down 6.6 percent from the prior year, following a 9.6 percent decline the year before).
[35] CFO Brew, “Acting PCAOB Chair Makes a Case for the Board's Usefulness,” December 12, 2025, https://www.cfobrew.com/stories/2025/12/12/acting-pcaob-chair-defends-embattled-pcaob (reporting then-acting PCAOB chair George Botic's remarks at the AICPA-CIMA conference that Part I.A deficiency rates fell to 39 percent in 2024 from 46 percent in 2023 with preliminary 2025 results showing further improvement, his warning that private equity's emphasis on short-term returns could over time shift firm incentives, and his concern that sponsor-fueled consolidation could shrink the auditing field and concentrate market power).
[36] Institute of Chartered Accountants of Scotland, “Private Equity and Audit: A Threat or an Opportunity?,” May 2025, https://icas-com.uksouth01.umbraco.io/media/ek2dzmrs/private-equity-and-audit-20250602.pdf (reporting the Financial Reporting Council's count of 4,038 licensed United Kingdom audit firms in 2023, down from 5,127 in 2019, a decline of more than 20 percent in four years, and observing that private equity investment is likely contributing to the decline).
[37] Public Company Accounting Oversight Board, “Audit Quality in a Changing World: Why the PCAOB Must Be a Marketplace of Ideas,” remarks, October 16, 2025, https://pcaobus.org/news-events/speeches/speech-detail/audit-quality-in-a-changing-world--why-the-pcaob-must-be-a-marketplace-of-ideas (encouraging the academic community to study how private capital is reshaping accounting firms, including how complex ownership structures may affect chains of command, incentives, and firm culture).
[38] The CPA Journal, “A Conversation with PCAOB Chair Erica Williams,” September 19, 2025, https://www.cpajournal.com/2025/09/19/a-conversation-with-pcaob-chair-erica-williams/ (noting a Board-level research project on alternative investment structures at audit firms, and the Board's focus on independence, culture, and the effect of monetary goals on the auditor's investor protection responsibility).
[39] Fortune, “The Potential Accounting Crisis Everybody Seems to Ignore, and the Regulator Fighting to Fix It,” March 9, 2024, https://fortune.com/2024/03/09/pcaob-audit-accounting-erica-williams-big-four-enron/ (reporting that the audit industry collects approximately $5.4 billion in fees from S&P 500 companies each year).
[40] Borysoff, Conaway & Riedl, “Does Private Equity Investment in Accounting Firms Affect Audit Quality?,” working paper presented at a PCAOB research conference, 2024, https://assets.pcaobus.org/pcaob-dev/docs/default-source/economicandriskanalysis/conference/conference---spring/session_1_borysoff_conaway_riedl.pdf?sfvrsn=78eec07b_1 (framing hypotheses in both directions: that private equity investment may improve client audit quality through best-practice sharing and capacity, or impair it through changed incentives).
[41] Autoriteit Financiële Markten (the Dutch Authority for the Financial Markets), report on private equity in the auditing industry, 2025, https://www.afm.nl/~/profmedia/files/rapporten/2025/deepdive-privatequity-eng.pdf (presenting an initial, indicator-based analysis of statutory audit data at audit practices with private equity involvement, including quality control usage and significant risks identified per engagement before and after the private equity interest).
[42] Winston & Strawn LLP, “AICPA Proposes Significant Changes to Ethics Rules Governing Private Equity Investments in Accounting Firms,” February 2026, https://www.winston.com/en/insights-news/aicpa-proposes-significant-changes-to-ethics-rules-governing-private-equity-investments-in-accounting-firms (summarizing the AICPA Professional Ethics Executive Committee's December 29, 2025 exposure draft, including the revised network firm definition treating attest firms and affiliated non-attest entities as subject to identical independence requirements, restrictions on attest services to a controlling investor's portfolio companies, expanded covered member definitions reaching investor-side personnel with authority over attest partner compensation, new client disclosure requirements, a carve-out for passive sponsors, and the April 30, 2026 comment deadline).
[43] Johnson, R. & Petito, J., “Private Equity Investments in CPA Firms and the Ethical Issues,” Pennsylvania Institute of Certified Public Accountants, May 13, 2026, https://blog.picpa.org/private-equity-investments-in-cpa-firms-and-the-ethical-issues (arguing that where investors participate in decisions affecting attest firm independence, quality control, partner compensation, or performance evaluations, the resulting undue influence threat cannot be mitigated by firm-level safeguards).
[44] Bloomberg Tax, “Securities Regulators to Examine Private Equity's Audit Impact,” February 9, 2026, https://news.bloombergtax.com/financial-accounting/securities-regulators-to-examine-private-equitys-audit-impact (reporting that the International Organization of Securities Commissions placed private equity ownership of accounting firms on its 2026 agenda, including evaluation of how well existing audit safeguards offset the risks that third-party ownership poses to firm independence and governance).
[45] See Buxton Helmsley, “Presumed Genuine: How Generative AI Made Forgery Free While Audit Standards Still Permit Auditors to Take Documents at Face Value—and What Institutional Investors Must Demand Before the Rules Catch Up,” Insights (July 2, 2026); Buxton Helmsley, “Going Concern, Going Missing: How the Auditor's Most Important Opinion Disappeared as Bankruptcies Climbed,” Insights (May 18, 2026); Buxton Helmsley, “Who Watches the Watchmen? The Fight Over America's Audit Oversight—and Why Investors Should Be Paying Attention,” Insights (February 15, 2026).
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