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FASB releases standard on induced conversions of convertible debt instruments

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The Financial Accounting Standards Board issued an accounting standards update Tuesday aimed at improving the existing guidance on induced conversions of convertible debt instruments. 

The ASU revises the guidance in FASB Accounting Standards Codification Subtopic 470-20, Debt—Debt with Conversion and Other Options. The current guidance helps with determining whether a settlement of convertible instruments at terms different from the original conversion terms should be accounted for as an induced conversion (as opposed to a debt extinguishment). But since that guidance was written in the context of share-settled convertible debt instruments, some of FASB’s constituents asked how to apply it to settlements of convertible debt instruments with cash conversion and other features that have become more popular in the marketplace.

Some convertible debt instruments include provisions enabling a debtor to change the terms of the debt to the benefit of debt holders. In some cases, conversion privileges for a convertible debt instrument are changed or extra consideration is paid to debt holders for the purpose of inducing prompt conversion of the debt instrument to equity securities (which is sometimes referred to as a convertible debt sweetener). These kinds of provisions can be general in nature, allowing the debtor or trustee to take actions to protect the interests of the debt holders, or they can be specific, such as specifically authorizing the debtor to temporarily reduce the conversion price for the purpose of inducing a conversion.

The amendments in the update clarify the requirements for determining whether certain settlements of convertible debt instruments, including convertible debt instruments with cash conversion features or convertible debt instruments that are not currently convertible, should be accounted for as an induced conversion.

The amendments take effect for annual reporting periods starting after Dec. 15, 2025, and interim reporting periods within those annual reporting periods, but early adoption is allowed.

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Accounting

Trump plots out tax policy 2.0

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With the contentious 2024 elections behind us, we can finally focus on President-elect Trump’s agenda for the economy, taxes and jobs. With Republicans flipping the Senate (and White House) and also retaining the majority in the House of Representatives, the president-elect should have control and a voter mandate that could dramatically streamline the legislative process in his second term. As you start year-end planning for your clients, you’ll want to familiarize yourself with the many potential 2025 tax changes to ensure more thorough analyses and productive client discussions. Many tax policy experts believe Republicans are likely to use a process called budget reconciliation, which allows for budget legislation to be passed out of the House and Senate via a simple majority.

Trump’s landmark tax legislation from his first term — the 2017 Tax Cuts and Jobs Act — remains intact even after Democrats won the White House in 2020. But most TCJA provisions are set to expire in 2026 as part of the original legislation passed seven years ago. As such, the TCJA will be the centerpiece of Trump’s new tax and economic platform. However, there are many new additions to the TCJA that you and your clients will want to keep an eye on. Let’s look at the potential impact of 11 of the most important ones, thanks to a skillful analysis of the governmental impact by the Tax Foundation, a nonpartisan, nonprofit independent tax policy research organization. Below the Tax Foundation analysis, we have added our own take on what the proposed changes could mean for you and your clients.

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Accounting

In the blogs: You will survive

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Saving Social Security; sued over an address; more 5471 opinions; and other highlights from our favorite tax bloggers.

You will survive

  • U of I Tax School (https://taxschool.illinois.edu/blog/): From fielding endless tax questions to relatives’ barrage of requests for help with returns, the accountants’ survival guide to Thanksgiving.
  • Tax Vox (https://www.taxpolicycenter.org/taxvox): Could a pre-tariff buying frenzy kick off a new round of inflation?
  • TaxProf Blog (http://taxprof.typepad.com/taxprof_blog/): Congress last reformed the nation’s current tax penalty regime some three decades ago, before the rise of big data and the advent of predictive analytics. Is it time for Congress to weave the latter into the Internal Revenue Code?
  • Tax Foundation (https://taxfoundation.org/blog) As Social Security faces looming insolvency, one issue that garners a lot of attention in the debate over solutions is raising the payroll tax cap. Policymakers should also recognize that broader changes in how workers are compensated have contributed to the decline in wages subject to payroll taxes. Expanding the payroll tax base to include all forms of worker compensation should be on the table.
  • Institute on Taxation and Economic Policy (https://itep.org/category/blog/): A recent analysis shows that some widespread tariffs are beneficial — and that those now proposed wouldn’t be among them.
  • Don’t Mess with Taxes (http://dontmesswithtaxes.typepad.com/): What do holiday shopping and taxes share? The growing potential for ID theft.

Just guess

Tricky stuff

  • The Tax Times (https://www.thetaxtimes.com): The Tax Court just opined on another case that thwarts IRS authority to assess 5471 reporting penalties.
  • Global Taxes (https://www.globaltaxes.com/blog.php): Seems that in Mukhi v. Commissioner, the Tax Court rejected arguments that a due process hearing was conducted by a partial appeals officer and that non-filing penalties violated the Eighth Amendment’s Excessive Fines Clause. The big win was in the third question.
  • Withum (https://www.withum.com/resources/): Latest state updates include Washington’s Supreme Court denying an investment income deduction and new services subject to B&O retailing classification in the state.
  • TaxConnex (https://www.taxconnex.com/blog-): Execs go into M&A often blindly jazzed about the deal and thinking they know the landmines, such as employees’ reactions or overpaying the target company. What about the risk of past sales tax exposure?
  • Palm Beach Accounting and Financial Services (https://www.pbafs.com/blog): Savings bonds, 529 contributions and the good old-fashioned, rattling piggy bank: Gifts that can teach kids about finances.
  • Boyum & Barenscheer (https://www.myboyum.com/blog/): What to remind them about the differences between accounting and tax profitability.
  • Avalara (https://www.avalara.com/blog/en/north-america.html: A state-by-state look at clothing taxes.
  • Vertex (https://www.vertexinc.com/resources/resource-library/filter/field_asset_type/blog?page=0): What to remind them of the complexities of corporate taxes.
  • Armanino (https://www.armanino.com/articles/): The latest on issuing 1099s for next season.
  • Sovos (https://sovos.com/blog/): Third-party settlement organizations are also keeping a close watch on IRS guidance regarding their obligations under 1099-K requirements. Recent changes to reporting thresholds, coupled with delayed enforcement and conflicting guidance, have left many TPSOs on marshy ground about their responsibilities.
  • MBK (https://www.mbkcpa.com/insights): How business-vehicle deductions can be especially “tricky.”
  • Virginia – U.S. Tax Talk (https://us-tax.org/about-this-us-tax-blog/): Overseas Americans are entitled to certain tax breaks, one significant break being the exclusion of amounts provided by an employer for foreign housing.
  • Gordon Law (https://gordonlawltd.com/blog/): When big hearts co-exist with small tax brains: What to remind them about taxes and charities this giving season.
  • Summing It Up (http://blog.freedmaxick.com/summing-it-up): One of the main provisions of Secure 2.0 kicks in on Jan. 1: automatic enrollment for new employee benefit plans.
  • AICPA & CIMA Insights (https://www.aicpa-cima.com/blog): Whether accounting for digital assets or auditing entities in this space, to understand the asset class you need to understand the fundamentals of the underlying technology: blockchain.

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Accounting

PCAOB offers guidance on quality control standard

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The Public Company Accounting Oversight Board introduced two pieces of guidance to help auditing firms apply its new quality control standard.

The Securities and Exchange Commission approved the PCAOB’s QC standard in September. QC 1000, A Firm’s System of Quality Control, will require all registered public accounting firms to identify specific risks to their practice and design a quality control system that can safeguard against those risks. The standard will require an annual evaluation of firms’ QC systems and reporting to the PCAOB. It takes effect on Dec. 15, 2025.

To help firms adjust to the upcoming requirements, the PCAOB posted two guidance documents Tuesday. QC 1000 Staff Guidance explains how all firms registered with the PCAOB, including those that don’t audit issuers or SEC-registered brokers and dealers, are affected by QC 1000, but not all requirements of QC 1000 will apply to every firm. The publication offers an overview of the various requirements of QC 1000 and along with staff guidance for firms about how to comply with the standard.

QC 1000 emphasizes accountability, firm culture and the “tone at the top,” and firm governance through requirements for specified roles within and responsibilities for the QC system, including at the highest levels of the firm; quality objectives that link compensation to quality; and, for the largest firms, the requirement of an independent perspective on firm governance, the publication points out.

The other publication is AS 2901 Staff Guidance. In connection with the adoption of the new QC 1000 standard, the PCAOB has expanded the auditor’s responsibility to respond to deficiencies on completed engagements under an amended and retitled AS 2901, Responding to Engagement Deficiencies After Issuance of the Auditor’s Report. In addition to an overview of these changes, this publication includes insights from the PCAOB staff on the scope and applicability of the new requirements, as well as information on responding to engagement deficiencies and documentation. AS 2901 requires firms to take action to respond to all engagement deficiencies identified on completed engagements unless it’s probable that the auditor’s report is not being relied on, the PCAOB noted.  

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