Should I worry if the seller’s accountant won’t speak with mine?

Ask whether the accountant needs the client’s permission to share client information; if so, a refusal may mean the owner has not given it rather than that something is hidden. Confirm the rules that bind the accountant with the accountant’s regulator. Treat it as a question to put to the seller. BDC’s due diligence guidance says an accountant can help you analyze the company’s financial records, so your accountant needs real material to work from, whoever supplies it.

Ask the seller why, and what they will allow

Ask whether the seller has instructed their accountant to speak with yours, and whether they will sign a written consent that sets out what the accountant may discuss. Options include a three-way call with the seller present or written answers to written questions. Either may work. What matters is that your accountant gets answers to specific questions, in a form you can keep.

Rely on the records if access is limited

BDC says you and your accountant should be given accountant-prepared year-end financial statements covering several past years, and tax returns, to review. It asks whether the figures match what the owner is telling you and whether tax returns match the financial statements. If the accountant will not talk, those documents become your main evidence, so ask for complete copies rather than summaries.

Know when it becomes a warning sign

A refusal that comes with missing documents, shifting explanations or figures that do not reconcile deserves more attention. BDC says that if the seller cannot provide the documents requested, you may have a chance to renegotiate the price. It also notes that a buyer can have an accountant prepare a quality of earnings report, which BDC says identifies and adjusts for non-recurring items, accounting irregularities and risks. Where the seller’s answers stay unclear, ask your adviser whether to pause before proceeding. See missing corporate records for a related situation.