A refinancing mandate the firm cannot afford to lose
You are the engagement partner in a 14-person practice. Harlow Distribution Ltd, a client of nine years (fees of £186,000 last year, roughly 41% of firm turnover), asks you to act as reporting accountant on a £12m refinancing. The bank needs the report within six weeks. Two facts complicate matters. First, your partner Meera sat on the board of Harlow's failed subsidiary until eight months ago and signed its last set of accounts. Second, Harlow's finance director says the bank's credit team has "agreed in principle" to a covenant waiver, but refuses to let you contact the bank directly or see the waiver letter, calling it "commercially sensitive". Separately, the firm is three weeks behind on another client because of staff shortages and has just lost its only manager with transaction experience. The managing partner says the firm "cannot afford to lose this one" and wants your decision by Friday. The bank has indicated that, absent a report, the facility will not be extended and Harlow will likely enter administration, costing about 90 jobs.
1. Identify the threats to your firm's position and rank them in the order you would resolve them before giving any answer on Friday.
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Deal with threats in the order that determines whether anything else matters.
Objectivity and independence (Meera). Her board role at the failed subsidiary, and her signature on its last accounts, means the firm would be reporting on figures that bear directly on her own decisions. That is a self-review threat that no safeguard removes while she remains a partner with any influence over the engagement. Resolve first: either she is screened from all resourcing, quality review and billing decisions and the restriction is documented, or the firm declines. Her exit eight months ago is recent relative to the reporting period, so the timing does not cure it.
Evidence base (the waiver). A report to a bank cannot rest on a verbal assurance relayed by management on the very point that determines covenant compliance. Either you see the signed waiver or facility amendment, or the work programme must assume no waiver. This is not a negotiation point; it is a scoping boundary. If management will not permit the assumption to be disclosed, the report cannot be issued.
Competence and capacity. The six-week timetable must be tested against actual availability, not optimism. With the transaction manager gone and another client already overdue, the realistic risk is a late or thin report - which is worse for Harlow than a fast, honest no.
Commercial pressure. The 41% fee concentration and the managing partner's instruction are a self-interest threat. Note them in the file, but they must not enter the technical judgement.
The sequencing matters: if step 1 or 2 fails, capacity is irrelevant because the engagement should not be accepted.
2. The managing partner proposes a "Chinese wall": Meera signs nothing and stays out of meetings, but the firm proceeds and keeps the fee. Evaluate that proposal.
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A screen is a recognised safeguard, but it is weakest where the conflicted individual is a partner with equity, voting rights over firm policy and visibility of the client relationship. Ask what the screen actually prevents here: Meera would still share in the profit from the fee, still sit in partner meetings where the engagement is discussed, and could still be consulted informally. That leaves a residual self-interest and familiarity threat that a reviewer outside the firm would reasonably question, particularly because the subject matter - the subsidiary's failure - is exactly where her prior judgement could be revisited.
A workable screen would need, at minimum: written exclusion from resourcing, billing, fee collection and profit-sharing on this engagement; no access to engagement files; a second partner as engagement lead with sole signing authority; an independent quality review before issue; and documented communication of all of this to those charged with governance at Harlow, not just to the bank. If the firm cannot make the profit-sharing exclusion (for example, because profit is pooled and cannot be adjusted), the screen is cosmetic.
The honest framing for the managing partner is that the screen is not a device for keeping the fee. It is a test of whether the engagement can be done properly. If the answer depends on the screen being airtight and it is not, the correct conclusion is to decline and explain to Harlow why - decline early enough that they can instruct someone else and still meet the bank's timetable. Declining late is the outcome that actually harms the client.
3. Write the conditions you would attach to any acceptance, and state what you would say to Harlow's finance director on Friday.
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Conditions to be recorded in the engagement letter and the file:
- Meera excluded as set out above, with the exclusion acknowledged in writing by Harlow's board.
- Scope defined against the bank's own requirement letter, not management's summary of it, so the firm is not held to an unwritten expectation.
- Full access to the waiver documentation, or an express assumption in the report that no waiver exists, clearly stated to the bank.
- Direct communication with the bank permitted; if management refuses, that refusal is disclosed to the bank in the report.
- A timetable supported by named staff and hours, with a written right to withdraw if information arrives late.
- An independent quality reviewer from outside the engagement team.
- Fee arrangement that does not depend on the report's conclusion or on the facility being granted - a contingent fee here would convert a professional judgement into a transaction.
To the finance director, in substance: "We want to help, and we can only help if the report stands up. We need the signed waiver or we report on the basis that none exists. We need to speak to the bank. We need the board to accept that Meera will have no involvement. If any of those is a problem, tell me today, because the worst thing for Harlow is a report the bank will not rely on in five weeks' time." Keep the tone constructive; the client is under pressure, and the refusal to allow bank contact may reflect embarrassment rather than dishonesty.