Why UK Accountants Kill More Deals Than Lawyers (And Never Get the Blame)

By Matthew Brittain

In UK M&A, lawyers have an image problem. They are widely regarded as deal-killers: pedantic, expensive and strangely energised by turning a simple sentence into three pages of conditional misery. When a transaction collapses, someone will usually say, with a weary sigh, “the lawyers got involved”, as if they arrived uninvited and started setting fire to things.

This is unfair. Lawyers are not the real problem. The real problem, more often than anyone likes to admit, is accountants.

This is awkward to say out loud because accountants are meant to be the grown-ups in the room. They are trusted, sensible and reassuringly dull. They wear jumpers, not cufflinks. They have been with the business for years, sometimes decades. They helped when cash was tight and HMRC was circling. They are, in many founders’ minds, part of the furniture.

And yet, quietly and consistently, UK accountants kill more SME deals than lawyers ever could.

They do not do it dramatically. There are no shouting matches or walk-outs. They do it slowly, politely and with good intentions. Deals do not explode; they fade. Momentum drains away. Confidence erodes. Buyers lose enthusiasm. Sellers grow anxious. Everyone agrees to “pause and reflect”, which is professional shorthand for “this is dying”.

The first problem is timing. Accountants are often brought into M&A conversations late, after a buyer has been found and heads of terms agreed. At this point, their instinct is defensive. They have not been part of shaping the story, so they focus on protecting against downside. This is understandable. It is also deadly.

Instead of asking “how do we get this deal done sensibly?”, the question becomes “what could go wrong?”. This is an excellent question in theory. In practice, when asked too loudly and too late, it turns into a checklist of anxieties that overwhelms the process.

Suddenly, historic issues that were never problems before become existential threats. A director’s loan account that bobbed along happily for years is recast as a flashing red light. An informal bonus scheme is now a governance failure. A tax position that was “fine” last year is now “worth revisiting”.

None of this is necessarily wrong. But context matters. Buyers do not expect perfection in SMEs. They expect clarity, realism and proportion. When accountants present every imperfection as a potential catastrophe, buyers start to wonder what else they have not been told.

The second problem is fear of HMRC. UK accountants are trained, quite rightly, to respect the tax authorities. But in M&A situations this respect can turn into paralysis. The mere possibility of an HMRC challenge is sometimes enough to freeze decision-making entirely.

Founders are told that a sale might “trigger scrutiny”, that reliefs might not apply, that historic planning could be questioned. All of this may be true. What is often missing is a sense of likelihood and scale. Risk is presented without probability, which makes it impossible to price or manage.

Buyers, meanwhile, are perfectly capable of dealing with tax risk. They do it all the time. What unsettles them is not the existence of risk, but the impression that the seller’s own advisers are uncertain or alarmed. When an accountant starts hedging every sentence, the buyer assumes the worst.

The third problem is language. Accountants speak a dialect that is precise but emotionally catastrophic. Words like “exposure”, “challenge”, “material” and “uncertain” land heavily on people who are already nervous. What the accountant means as technical caution is heard by the founder as “this is going to end badly”.

This is particularly damaging when founders are already ambivalent about selling. Many SME owners approach M&A with a mixture of hope and dread. They want liquidity, but they fear regret. An accountant who focuses relentlessly on what could go wrong often tips the balance towards inertia.

Lawyers, for all their reputation, are usually easier to manage. They are expected to be difficult. Their job is clearly adversarial. When they raise issues, it feels procedural. When accountants do the same, it feels existential.

There is also the problem of misplaced loyalty. Accountants often feel a deep sense of responsibility towards founders they have advised for years. This can lead them to act as guardians rather than facilitators. They may discourage deals not because they are bad, but because they are unfamiliar or disruptive.

This is how phrases like “you don’t need the hassle” and “why rock the boat?” enter the conversation. These are not technical objections. They are emotional ones, disguised as prudence.

In fairness, accountants are not trained to think transactionally. Their world is cyclical, not event-driven. They think in years, not moments. M&A is messy, intense and time-bound. It requires judgement calls with incomplete information. This is uncomfortable territory for professionals whose value is built on certainty and hindsight.

The result is often a mismatch of expectations. Buyers expect advisers to help solve problems. Accountants often feel their role is to identify them. When identification is not followed by resolution, frustration builds.

This becomes particularly acute around financial information. Management accounts in SMEs are rarely perfect. Buyers know this. What they need is an explanation of what the numbers mean and how the business actually generates cash. What they sometimes get instead is a nervous attempt to reconcile everything to statutory perfection.

Accountants may insist on adjustments, restatements and reconciliations that add little insight but consume time and energy. Meanwhile, the commercial story gets lost. Buyers lose sight of why they were interested in the first place.

Another quiet deal-killer is the accountant’s view on valuation. Founders often trust their accountant’s opinion implicitly. If the accountant suggests the price is “ambitious” or “a bit punchy”, confidence wobbles. This may be entirely justified. Or it may be based on outdated comparables, conservative instincts or a misunderstanding of buyer appetite.

Either way, once doubt is introduced, it is hard to remove. Founders start negotiating against themselves. Buyers sense weakness. Momentum stalls.

It is worth saying that none of this makes accountants villains. Many are excellent and indispensable. The problem is structural, not personal. Accountants are incentivised to avoid blame, not to create outcomes. A deal that does not happen is rarely blamed on them. A deal that happens and later causes problems often is. So caution wins.

The tragedy is that with the right approach, accountants can be enormously helpful in M&A. They understand the business deeply. They know where the skeletons are buried, and which ones are actually alive. When engaged early and positioned correctly, they can provide reassurance rather than alarm.

The key is reframing their role. Instead of being asked “what could go wrong?”, they should be asked “what matters, what doesn’t, and how do we explain the difference?”. This shifts the focus from obstruction to interpretation.

It also helps to acknowledge openly that no SME sale is risk-free. Buyers are not looking for purity. They are looking for honesty. When accountants help present imperfections calmly and proportionately, trust increases rather than evaporates.

Ultimately, the most successful deals are those where advisers understand their lane. Lawyers protect positions. Accountants explain reality. Someone else, ideally, holds the whole thing together and keeps the process moving.

When accountants try to become deal referees, the whistle tends to go early.

How Lexis Capital Group can assist

Lexis Capital Group works closely with accountants while preventing them from unintentionally derailing transactions. We involve financial advisers early, set clear expectations about their role, and ensure that issues are framed in commercial context rather than abstract risk.

We help founders translate financial complexity into narratives buyers can understand, without sugar-coating or unnecessary alarm. Where tax or accounting risks exist, we focus on pricing, structuring and mitigation rather than avoidance by inertia.

For buyers, we act as interpreters between commercial intent and financial caution, ensuring that legitimate concerns are addressed without allowing fear to drain momentum. For sellers, we provide an external counterbalance when long-standing advisers, acting out of loyalty, become overly conservative.

Lexis Capital Group is particularly effective in deals where good businesses risk being talked out of existence. We respect the role of accountants deeply. We simply ensure they help deals progress, rather than quietly bringing them to a halt.