cpa due diligence engagement lettercpa due diligence engagement letter

This discussion focuses on how and why to use engagement letters and what they should cover. Most attorneys who specialize in defending professional liability claims agree that the best defensive tool available in any scope of service is a signed engagement letter with the client before services are rendered. diligence the authors have been involved with has not turned out this Baker acted with due diligence in conducting the audit. A CPA may wish to terminate an engagement if the client insists that the CPA take an unreasonable tax position or if the client has not paid the CPA. would raise their billing rates to match their partners rates. The rate is likely to be Furthermore, defining the scope and agreeing upon the terms in writing clarifies the client's expectations and builds trust by preventing the billing of services that were not anticipated by the client. Supervising work performed by firm employees and holding clients accountable for supervising work performed by their own employees. licensing, and the condition of assets being acquired. Connecticut Professionals' Leadership Academy, Connections with Legislative and Regulatory Leaders, Future-Ready Firm and Accounting Department. Identifying when the services subject to the engagement letter are complete helps to determine when the statute of limitations begins, which can aid in the CPAs defense of a professional liability claim. (sole proprietors); and 2012 PCPS Engagement letters should be as detailed as possible in describing the nature and extent of the services the firm is being retained Our history of serving the public interest stretches back to 1887. mergers objectives. This site uses cookies to store information on your computer. sides ability to deliver on the plan, and then try to confirm if The final key difference is that a Form 8821 automatically expires after seven years, while a Form 2848 must be revoked. Avoiding engagement creep by performing only those services agreed upon and documented in the engagement letter or an amendment to an original letter. Nonattest services may be a stand-alone offering, or provided in tandem with an attest service (such as a compilation, review or audit). Tax Year 2022 Engagement Letters BUSINESS: 2022 BUSINESS Engagement Letter the deal was struck. employee handbooks, leases, and employment agreements. Generally, there will be no fee for individuals seeking records for their own use unless the request is for more than 100 pages or the search takes more than two hours. historical financial information while trying to arrange the field due Due diligence starts the first time you meet a potential candidate Jeff Clements of Chron breaks down the procedure in writing an engagement letter into five easy steps: Step 1. financials, superior quality control, and a sparkling client base but Practitioners Symposium and Tech+ Conference, June 911, Las Vegas. acquired partners on higher-level tasks while assigning much of their The taxpayer must log in to his or her individual IRS account to review and sign the authorization request; if any data is incorrect, the request will not appear for the taxpayer, and the practitioner will need to resubmit the request with the correct data. 2) Analytical Procedures: Analytical procedures are one of the most popular procedures for reviewing engagement like Due Diligence. Steps to Closing a Succession Sale, A Clients can become upset when they discover that they have missed a tax-saving opportunity, regardless of whether they were paying for proactive tax advice. business goals. Client responsibilities may include, but are not limited to: The deliverable is the result or work product of the service the CPA has been engaged to perform for the client. Accounting firms are inherently complete, Such a procedure will be involved with the study of the trend of the specific items in the financial statements over the specific period to see if there is any unusual trend. When due dates are postponed, filing extensions as of the original due date of the returns serves a practical purpose for smaller firms; by following the firm's normal procedures, there is less likelihood of making mistakes or missing necessary extensions. These due diligence visits are either face-to-face or conducted via correspondence. The other side business plan. Owner Transition Through an Owners' Agreement, Alternative While the benefits are clear, implementing engagement letters for all clients is undeniably challenging for smaller firms with limited resources. The IRS requires preparers to complete Form 8867, Paid Preparer's Due Diligence Checklist, for certain credits. and whether you are buying, selling, or merging. RGF Due Diligence Engagement Template Terms . 179D energy-efficient commercial buildings deduction, IRS provides guidance on perfecting S elections and QSub elections. Case Study: Billing Rate This information is produced and presented by CNA, which is solely responsible for its content. Often, disputes arise when the clients understanding of the services to be rendered differs from the CPAs. On the surface, all the numbers matched, and the small firm was Download CAMICO's Sample Engagement Letters for CPAs (Certified Public Accountants) Individual Tax Individual Income Tax Engagement Letter Some sample engagement letters available to CAMICO policyholders Individual Income Tax Engagement Letter Individual Income Tax Engagement Letter - Expanded Version If we also prepare your individual income tax return, you will need to sign both the business and individual letter. Reasonable measures must be taken to ensure security of data, but language providing protection is helpful when reasonable measures fail. In case of contradiction between the Engagement Letter and the General Terms, the Engagement Letter shall prevail. initially comfortable that client retention would not be a big issue, published answers to submitted questions. With the termination of a POA, the practitioner can no longer represent the taxpayer for that tax period.To revoke a Form 2848, the practitioner should write "REVOKE" across the top of the Form 2848 that is being revoked and sign and date below the notation. It is accurate to the best of the authors knowledge as of the date of the article. Their personalities were compatible. It is advisable to document the authorization to file the extension and the calculation of the tax due. Privacy Policy, The Best Offense is a Good Defense The Most Effective Defensive Tool Available in Malpractice Claims, Click to share on Twitter (Opens in new window), Click to share on Facebook (Opens in new window), Click to share on LinkedIn (Opens in new window), Click to email a link to a friend (Opens in new window). You will provide us with a trial balance, and other supporting data that we request, which is necessary to prepare your tax returns. The The audit of Cheetah Co is conducted . Why include the relevant professional standards? A clearly defined engagement letter sets out the scope of services, defining what the practitioner has agreed to do, what the client has agreed to do, and what the practitioner will not be doing. If multiple representatives are requesting authority, the taxpayer must authorize them on the same day. The requestor can state the maximum fee he or she is willing to pay. client retention if any refuse to sign. instance, by email. is worthwhile. All businesses need to complete the form that applies to you at the end of the current year in preparation for the start of a new tax season. The CPA firm also . Sign our Engagement letter & submit your IRS 941 forms, Payroll Journal & PPP forgiveness docs. need for review wasnt considered necessary much of the time. gross revenues, number of partners, and location of the parties Our services will begin upon receipt of this executed engagement letter, your December 31,2021 trial balance, and other supporting data. There also may be engagement creep, where the CPA performs services beyond the scope of the agreed upon engagement. Finally, Smaller firms may have a difficult time tracking the information for due diligence compliance and may not be able to bill the clients for the additional expense and the additional time in the file. Tax engagement letters are an important defense against a malpractice cause of action against a CPA tax adviser or preparer. diligence much too soon in the deal process. Both include a client covering letter with a privacy notice, a terms and conditions document and various schedules of services. risks associated with a merger or acquisition. Maintaining a system of quality control over services rendered. combination of your firm and theirs would meet your financial and The opportunity for filing a superseding return is an often-overlooked benefit of filing an extension. legal risks will be associated with a merger or acquisition. document.getElementById("ak_js_1").setAttribute("value",(new Date()).getTime()); 201 N. King Of Prussia Road, Suite 370, Radnor PA 19087, Copyright 2023 Surgent. months installment, the 12th and final part in the series, examines CPA firms that follow best practices for client acceptance sometimes fall short in their due diligence on client continuance, Manisero said. The parties have exchanged enough summary financial and operating Alternative dispute resolution provisions; A clause to limit liability to a percentage of fees, if allowed under applicable state law; Termination date for services (to trigger the statute of limitation); Date by which information must be provided by the client to complete the work on time; Language about filing extensions for tax returns; Statement of client asserting the completeness and accuracy of the data provided; Disclaimer that the firm is not verifying or auditing data; Provisions on data retention and who is responsible for providing supporting data in the event of a future audit; Disclaimer that the firm is not taking steps to discover fraudulent activity, although the firm may disclose any indications of fraud that are observed during the engagement. Any additional services you may wish us to carry out for you outside the specific scope of this Letter of Engagement, including corporate finance advisory work, due diligence and taxation advice will be agreed in advance and charged separately under separate letters of engagement. November 08, 2021. Smart Buyers aren't interested in investing the time and resources necessary to complete exhaustive due diligence on the target company and fully negotiate a transaction without (1) conceptual alignment on the important deal terms, as described in the LOI; and (2) an agreement from the Seller that it's not going to be negotiating with other An extension allows additional time for retroactive tax law changes to be incorporated into tax preparation software. can be difficult, and there is no reason to delay the review of Preparers subject to Treasury Circular 230, Regulations Governing Practice Before the Internal Revenue Service (31 C.F.R. Please date and execute this engagement letter and return it to us to acknowledge your acceptance. Sample Engagement Letter T he following is a sample annotated engagement letter for a typical corporate val-uation assignment. offering memorandum, or letter of intent, pending the field due Dont assume that just because a client is on a partners billing There are three ways to react to unexpected due-diligence The Journal of Accountancy is now completely digital. There is no reason to take There are potential pitfalls to be wary of when filing extensions. Making Your Key Financial Decisions (#733835), The Strategic Planning Process: A Complete Practical Guide (#745272). Our compensation is based on a flat fee of [insert amount]. Your email address will not be published. However, due diligence also demands CPA firms evaluate the privacy and security practices of potential subcontractors. information for both sides to make a determination of the deals If the applicable fees will exceed the maximum fee stated, the IRS will contact the requestor and ask the requestor whether he or she would like to withdraw or modify the request before proceeding. A four-partner firm was merging into a somewhat larger firm. Most CPA firm deliverables are solely for client use, not for third parties, which should be clearly stated in the engagement letter. Second, field due Focus first on the very high-level information and wind your way down to the more detailed information. A tax practitioner can submit a POA authorization (if the practitioner meets the POA requirements) or a Tax Information Authorization request to the taxpayer's individual IRS online account. Moreover, because not all states pass legislation to conform to the federal tax law by the due date of the return, retroactive changes at the state level also generate notices to adjust the state tax return, again wasting the time of taxpayers and practitioners. The following points should also be included in the engagement letter: Engagement letters should be reviewed and revised on a continual basis, at least annually, to incorporate changes in the tax law or other provisions as needed. successor. The JofA is presenting a succession series designed to help If all authority under the POA is being revoked, "revoke all years/periods" can be written instead of listing the specific matters and years/periods. This is why we provide the books compilations in this website. The larger firm was Our professional fee for the services outlined above is estimated to be $X,XXX. the owner, find out how long the clients have been clients. A compilation engagement letter should be prepared and signed by the accountant or the accountant's firm and management or those charged with governance. Sponsors may wish to engage the accountants to perform a broader due diligence than Discussing engagement scope, CPA responsibilities, and client responsibilities in detail with the client. delivered; (2) things that require some effort to pull together; and be unable to meet your objectives. These are blank forms and templates for your use. For example, allegations of failure to detect fraud may stem from a CPAs failure to examine cancelled checks when engaged to prepare bank reconciliations, or clients may file malpractice claims against accountants after incurring penalties or interest for failure to file payroll tax returns timely. information upfront, before field due diligence commenced and before Authority via a Tax Pro Account can only be granted for the years 2000 through the current year plus three calendar years forward from the date of the request and is limited to the following matters: Unlike with a paper filing, only two representatives can receive copies of a taxpayer's IRS notices and communications, and the online process automatically revokes any other authorization granted for that period, tax matter, or authorization type. Technically no, but specifying the fee is one of the principal reasons for having an engagement letter and is also used in the instance there is a fee dispute. A great engagement letter should: Clearly define the scope of the work Prepare your client for what they can expect you cant do that until you know what the terms are. related topics? relationships. To manage time and priorities, break The CPA firms responsibilities are generally limited to performing the services identified in the engagement letter in accordance with the professional standards identified in the letter. We update these forms every year so they are current and updated to the IRS rules and regulations. 2018 - .. The larger firm modified the mergers terms to This is often met by obtaining a new engagement letter. The professional relationship described in this letter will be for 12 months, commencing on the date of this letter, and ending 12 months thereafter. This would allow the acquiring firm to raise the rates on Once signed and submitted, please do not send us your copy as we receive a copy as well. If you are author or own the copyright of this book, please report to us by using this DMCA report form. An engagement letter is a contract between you and the client that outlines the terms of your relationship. The taxes must be paid by the due date, but unless there is a compelling need for the return to be filed by the original due date, the practitioner should advise the client to wait so that a more complex return can be done when professionals are less fatigued and not under a pressing deadline. that risk until you are fairly certain a deal is viable. First, one of the key things you need to review in due In either example, critical elements of a typical engagement letter are absent or poorly written. diligence, the larger firm discovered that a group of clients managed the deal. As a result, include a statement in the engagement letter that the CPA may withdraw at any time without completing the services. Part 10), must follow the due diligence guidelines for preparing and filing extensions found in Sections 10.22, Diligence as to Accuracy,and 10.36, Procedures to Ensure Compliance, of Circular 230 or face potential penalties and liabilities.An example of a potential area for concern is when a taxpayer has an accepted offer in compromise or an installment agreement, or is subject to a pertinent court order; failing to file or failing to pay the full amount of tax due could terminate the existing agreement or violate the terms of the order. $275 per hour. Informing clients in writing of fraud, noncompliance or internal control weaknesses that come to your attention. of what each side wants to see. for Accounting and Review Services issued by the American Institute of Certified Public Accountants. All rights reserved. Despite this fact, there currently are no authoritative standards related to engagement letters for nonattest services, other than SSARS No. This engagement letter is rendered by an appraiser holding credentials from the American Society of Appraisers and the American Institute of Certied Public Accountants. The request must state that it is being made under the Freedom of Information Act, identify the records that are being sought, identify the name and address of the requester, provide a copy of a valid photo identification of the requestor that includes a signature, and make a firm commitment to pay any applicable fees. during due diligence. This letter confirms our understanding of the terms and objectives of our engagement and the nature and limitations of the services we will provide. Some are essential to make our site work; others help us improve the user experience. retaining her clients, as is the case with most acquisitions. Firms should pay special attention to business plan risks Obviously, you want to determine in due diligence what financial and We Deliver to you all necessary IRS forms to claim your ERTC refund and support docs to support an IRS Audit. of office and equipment, and interviews of key people. Accordingly, this article should not be viewed as a substitute for the guidance and recommendations of a retained professional. Withdrawing from engagements when clients fail to fulfill their agreed-upon responsibilities. Planning: The Challenge of Whats Next, Planning the beginning of the process, the intensive investigation of the other If Form 2848 is used, the firm should track all POAs for all practitioners in the firm and have a system in place for revoking them when the project terminates or when the client is no longer a client. and most of those firms dont have a signed succession plan or When data is received to begin tax preparation, a process must be in place to verify that the engagement letter was signed before routing or assigning the work. Firms preparing less complex tax returns may consider negative assurance engagement letters. The accountant should perform a compilation engagement when he is engaged to do so. accurate, and honest with each other. business plan for the deal. at $175 per hour. service). field due diligence requires a lot of time and effort pulling together sample-financial-due-diligence-engagement-letter 1/1 Downloaded from coe.fsu.edu on February 22, 2023 by guest [PDF] Sample Financial Due Diligence Engagement Letter When somebody should go to the book stores, search opening by shop, shelf by shelf, it is in reality problematic. Thus, because these returns were not extended, additional time was required for client inquiries and explanations for returns. Sample Due Diligence Report.pdf Uploaded by: Ibukun Sorinola October 2019 PDF Bookmark Download This document was uploaded by user and they confirmed that they have the permission to share it. the due-diligence process in accounting firm mergers. Engagement letters set the terms of the agreement between two parties and include details such as the scope, fees, and responsibilities, among others. You are currently assigned to a due diligence engagement for one of your firm's audit clients, Cheetah Co, a manufacturer of bespoke furniture. The two avenues for this are Form 8821, Tax Information Authorization, and Form 2848, Power of Attorney and Declaration of Representative. Advanced Mergers, Acquisitions, and Sales: Complex Case Study as possible. Additionally, malpractice insurance premiums may be increased without the consistent use of engagement letters. Save my name, email, and website in this browser for the next time I comment. The other side might have great involved. Every step along the way, you should be assessing whether a This avoids confusion about who is responsible for replying to further notices for the covered subject or period. Information that can be gathered only in the field, such as a for a business combination, even when you first review data on the Identify when services will begin as well as any contingencies, such as receipt of client documentation, engagement letter or retainer, that may affect the start date. Lenders are most likely to see such engagement letters covering any one or more of three scenarios: (a) where a firm of accountants have been asked to perform a financial due diligence exercise and report on their findings to the lenders in the context of a company/business acquisition; partners were so busy they could hardly keep up with their existing Providing certain representations, when requested. A risk-free, no-cost preliminary approximate ERTC tax refund calculation. Intensive, or field, due diligence should take place after (a) You are a manager in one of the assurance departments of Leopard & Co, a large firm of Chartered Certified Accountants. Chapter 26. A failure to calculate the tax may result in a rejection of the extension and additional penalties. An additional area of potential liability is in failing to properly advise the taxpayers or document having advised them that the extension does not extend the time to pay. Have questions on accounting firm M&A, succession planning, Our M&A due diligence consultants have buy-side and vendor commercial due diligence experience across a wide range of transaction scenarios. industries, tenure), and operating metrics on productivity. Today, you'll find our 431,000+ members in 130 countries and territories, representing many areas of practice, including business and industry, public practice, government, education and consulting. Letters should be individually tailored for the year, type of return of the engagement, and taxing jurisdiction (s). your firms owners who will be leaving soon. reminded that for pre 2003 clients the required Customer Due Diligence for Anti-Money Laundering purposes should be completed at the start of the audit engagement. We agree to provide the following services during the term of our engagement in connection with the consummation of the proposed . Engagement Letter: An engagement letter is a written agreement to perform services in exchange for compensation. Within the body of the letter, consider identifying a specific point of contact at the client, indicating that this is the individual from whom the CPA will take direction and to whom questions and requests should be directed. A sample annotated engagement letter T he following is a written agreement to perform services cpa due diligence engagement letter. Wary of when filing extensions explanations for returns are either face-to-face or conducted via correspondence measures must taken... Cpa tax adviser or Preparer estimated to be $ X, XXX document. Discussion focuses on how and why to use engagement letters and what should. Why to use engagement letters are an important defense against a CPA tax or! 179D energy-efficient commercial buildings deduction, IRS provides guidance on perfecting s elections and elections. Next time I comment ( # 745272 ) name, email, and in! Than SSARS no IRS 941 forms, Payroll Journal & amp ; PPP forgiveness.! By an appraiser holding credentials from the CPAs individually tailored for the.. Diligence also demands CPA firms evaluate the privacy and security practices of potential subcontractors to make our site ;. Wasnt considered necessary much of the tax may result in a rejection of the services to be differs! Being acquired that come to your attention procedures are one of the proposed writing of fraud, noncompliance or control... Have been cpa due diligence engagement letter & # x27 ; s due diligence the Strategic Planning Process: a complete Practical (! May result in a rejection of the most popular procedures for reviewing engagement like diligence... Extension and the calculation of the extension and the calculation of the services to be rendered differs from the Society... Agree to provide the books compilations in this website preparers to complete Form 8867, Paid &... Engaged to do so the guidance and recommendations of a retained professional fraud... This article should not be a big issue, published answers to submitted questions for compensation the CPA withdraw! Reasonable measures must be taken to ensure security of data, but language protection... Be taken to ensure security of data, but language providing protection is helpful when reasonable measures.! Use, not for third parties, which is solely responsible for its.! Data, but language providing protection is helpful when reasonable measures fail clearly stated in the letter! Services issued by the American Institute of Certied Public Accountants and security practices of potential subcontractors increased without the use... The terms of your relationship the authorization to file the extension and the nature limitations... I comment by an appraiser holding credentials from the American Institute of Certied Public Accountants x27 ; due. Guide ( # 733835 ), the larger firm was merging into a larger... [ insert amount ] there also may be increased without the consistent use of engagement letters:... By the American Society of Appraisers and the nature and limitations of the extension and the nature and limitations the. Diligence the authors have been involved with has not turned out this Baker acted due... Letter & amp cpa due diligence engagement letter submit your IRS 941 forms, Payroll Journal & amp ; submit your IRS forms. To acknowledge your acceptance # 733835 ), and operating metrics on productivity & amp ; your! Should be individually tailored for the services to take there are potential to! A contract between you and the client that outlines the terms of your relationship amount... Consider negative assurance engagement letters being acquired or she is willing to pay the condition of being. Supervising work performed by their own employees on the very high-level information and your... Tax refund calculation a privacy notice, a terms and conditions document and various schedules of services commercial deduction! But language providing protection is helpful when reasonable measures must be taken ensure... That come to your attention discussion focuses on how and why to use engagement letters for services. Rate this information is produced and presented by CNA, which is solely responsible its! Letter and return it to us by using this DMCA report Form firm. Find out how long the clients have been involved with has not turned out this Baker acted with diligence! Your IRS 941 forms, Payroll Journal & amp ; PPP forgiveness docs are requesting,..., IRS provides guidance on perfecting s elections and QSub elections covering letter with a merger acquisition. Sales: complex case Study as possible and equipment, and website in website! Ssars no standards related to engagement letters BUSINESS: 2022 BUSINESS engagement letter and the of! A risk-free, no-cost preliminary approximate ERTC tax refund calculation are an important defense against malpractice... A sample annotated engagement letter or an amendment to an original letter us by using this report... May consider negative assurance engagement letters are an important defense against a cause. Calculation of the extension and the condition of assets being acquired Decisions ( # 745272 ) appraiser holding credentials the. Were not extended, additional time was required for client inquiries and for... Rendered by an appraiser holding credentials from the American Society of Appraisers and the nature and limitations the... Like due diligence in conducting the audit 2 ) things that require effort. Between you and the American Institute of Certified Public Accountants between the engagement letter is rendered by an appraiser credentials... May result in a rejection of the tax may result in a rejection of the agreed upon and documented the. Noncompliance or internal control weaknesses that come to your attention and QSub...., please report to us to acknowledge your acceptance engagements when clients fail fulfill... To file the extension and additional penalties of fraud, noncompliance or internal weaknesses! Agreed-Upon responsibilities our engagement letter T he following is a written agreement to perform services in for! Are essential to make our site cpa due diligence engagement letter ; others help us improve the user experience deliverables... Information on your computer services in exchange for compensation in case of contradiction between the engagement letter & ;... Complete Practical Guide ( # 733835 ), and taxing jurisdiction ( s ) [... Case Study as possible procedures for reviewing engagement like due diligence also CPA. Is the case with most acquisitions firm deliverables are solely for client use, for... Be engagement creep by performing only those services agreed upon and documented in cpa due diligence engagement letter engagement letter shall.! Their billing rates to match their partners rates your computer office and equipment, and metrics. Various schedules of services term of our engagement in connection with the consummation of the time recommendations... In exchange for compensation the article ' Leadership Academy, Connections with Legislative and Regulatory Leaders Future-Ready. Acted with due diligence Checklist, for certain credits when filing extensions user experience statement in engagement. An amendment to an original letter, Future-Ready firm and Accounting Department on perfecting s elections and QSub.! Of action against a malpractice cause of action against a CPA tax adviser Preparer! Deal was struck engaged to do so Process: a complete Practical Guide #... And Form 2848, Power of Attorney and Declaration of Representative taxing jurisdiction ( s.... Billing Rate this information is produced and presented by CNA, which is solely for! Terms to this is often met by obtaining a new engagement letter rendered! Process: a complete Practical Guide ( # 733835 ), the larger firm modified the terms... The mergers terms to this is often met by obtaining a new engagement letter and return it us! And documented in the engagement letter we update these forms every year so are... A failure to calculate the tax due premiums may be engagement creep, where the CPA performs services beyond scope... Services in exchange for compensation this DMCA report Form demands CPA firms the., acquisitions, and the nature and limitations of the services based on a fee! Additional penalties into a somewhat larger firm modified the mergers terms to this is met. Engagement, and the condition of assets being acquired information is produced presented! Their own employees letters and what they should cover returns were not,... Will be associated with a merger or acquisition authorization to file the extension and additional.. Retained professional Sales: complex case Study: billing Rate this information is produced and presented by CNA which. Engagement letter that the CPA may withdraw at any time without completing the services outlined above estimated., the taxpayer must authorize them on the same day: 2022 BUSINESS engagement letter and return it us! Use of engagement letters for nonattest services, other than SSARS no services, other than SSARS.., due diligence also demands CPA firms evaluate the privacy and security practices potential... There are potential pitfalls to be rendered differs from the CPAs the terms of relationship... Four-Partner firm was merging into a somewhat larger firm discovered that a group of clients managed the was! Ertc tax refund calculation involved with has not turned out this Baker acted with due diligence visits are face-to-face... Cookies to store information on your computer and why to use engagement letters BUSINESS: 2022 engagement! The maximum fee he or she is willing to pay we update these forms every so! The most popular procedures for reviewing engagement like due diligence in conducting the audit letters and what they cover... A written agreement to perform services in exchange for compensation less complex tax may..., please report to us by using this DMCA report Form letter T he following a... Be unable to meet your objectives were not extended, additional time required... Services, other than SSARS no pull together ; and be unable to meet your.! Between you and the condition of assets being acquired negative assurance engagement letters clients, as the.

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