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Texas court halts Corporate Transparency Act in another lawsuit

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A federal court in Texas has issued another preliminary injunction and stay halting enforcement of the Corporate Transparency Act and its beneficial ownership information reporting requirement, which were already on hold following a recent reversal by a federal appeals court.

The U.S. District Court for the Eastern District of Texas, Tyler Division, issued the preliminary injunction and nationwide stay yesterday. The same district court’s Sherman Division, had issued an earlier injunction last month in the case of Texas Top Cop Shop v. Garland. A panel of judges on a federal appeals court temporarily lifted the injunction late last month, but another panel of judges on the same court reinstated it only days later. The Justice Department filed an emergency request last week with the U.S. Supreme Court to lift the injunction.

The decision on Tuesday involved a case with a pair of plaintiffs, Samantha Smith and Robert Means, suing the U.S. Treasury Department. They had formed LLCs under Texas law to hold real property in the state. In an opinion, Judge Jeremy Kernodle held the law likely exceeds federal authority, finding that the government’s theory of government power was “unlimited” and its actions were probably unconstitutional.

“The Corporate Transparency Act is unprecedented in its breadth and expands federal power beyond constitutional limits,” he wrote. “It mandates the disclosure of personal information from millions of private entities while intruding on an area of traditional state concern.”

He noted that the LLCs do not buy, sell or trade goods or services in interstate commerce or own any interstate or foreign assets. 

The CTA passed as part of the National Defense Authorization Act in 2021 and requires businesses to disclose their true owners as a way to deter shell companies from carrying out illicit activities such as money laundering, terrorist financing, human trafficking and tax fraud. Businesses are required to file beneficiai ownership information reports with the Treasury Department’s Financial Crimes Enforcement Network. FinCEN has since announced that companies are not currently required to file BOI reports with FinCEN and are not subject to liability if they fail to do so while the court order remains in force. However, they can continue to voluntarily submit BOI reports. New businesses began filing the reports when the CTA took effect on Jan. 1, 2024, but existing businesses weren’t supposed to be subject to the requirement until Jan. 1, 2025. However, that requirement is currently on hold. An earlier decision in a separate lawsuit had exempted members of the National Small Business Association from the requirement.

The Texas Public Policy Foundation is representing the two property owners challenging the CTA, arguing that the law violates federal Commerce Clause powers under the Constitution and undermines the principles of limited government and individual liberty. 

“The court’s decision affirms the principle that federal government power is not unlimited,” said TPPF general counsel Robert Henneke in a statement Wednesday. “This ruling is a powerful reminder that our Constitution limits federal power to protect individual rights and economic freedom.”

“The government’s theory of power in this case was effectively unlimited,” said Chance Weldon, director of the Center for the American Future at TPPF, in a statement. “The district court’s opinion is not only a win for our clients, but ordinary Americans everywhere.”

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Accounting

IRS, Treasury finalize rules for clean energy investments in low-income communities and Indian land

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The Treasury Department and the Internal Revenue Service have released final rules and procedural guidance for the Section 48E(h) Clean Electricity Low-Income Communities Bonus Credit Amount Program.

The 48E(h) program expands the 48(e) bonus credit designed to lower home energy costs and accelerate clean energy investments in low-income communities and helping low-income households, on Indian Land, or as part of affordable housing developments. A Treasury analysis of the first year of the 48(e) program indicated the program received over 54,000 applications from 48 states, the District of Columbia and four territories. 

Approved applications for the tax credit are expected to generate $3.5 billion in investments in low-income communities and on Indian Lands and are estimated to generate $270 million in offset energy costs annually. During the second year of the 48(e) program, the program received over 57,000 applications, totaling over 1.9 gigawatts of clean energy generation. 

The approved applications are also expected to generate approximately $4 billion in public and private investment into communities and almost $350 million in offset energy costs annually.

The rules released Wednesday highlight the expanded list of program-eligible technologies beyond wind and solar to zero-emissions technologies like hydropower and geothermal. The full set of program-eligible facilities and how that list will be updated in the future is defined in the Section 48E Clean Electricity Investment Credit final regulations. On Tuesday, the Treasury and the IRS also released those final rules. The allocated credit provides a 10 or 20 percentage point boost on top of the 30 percent 48E investment tax credit (assuming prevailing wage and apprenticeship requirements are met). 

“Expanding the Clean Electricity Low-Income Communities Bonus Credit will help lower energy costs in communities that have been overlooked and left out for too long and empower developers to work alongside communities to provide tailored solutions to meet their energy and economic needs,” said U.S. Deputy Secretary of the Treasury Wally Adeyemo in a statement Wednesday. “The final rules announced today will help ensure that all Americans benefit from the growth of the clean energy economy.”

The 48E(h) program will allocate bonuses to 1.8 gigawatts of clean electricity generation serving low-income communities each year, from 2025 through at least 2032. For the 2025 Program Year, the application period will open on Jan. 16, 2025 at 9:00 a.m. ET and close on Aug. 1, 2025 at 11:59 p.m. ET.  For the 2026 Program Year and subsequent program years, the application period will open the first Monday of February at 9:00 a.m. ET and close the first Friday of August at 11:59 p.m. ET.

The final rules announced Wednesday make some notable changes from the 48(e) program, including changes due to the statutory transition to the 48E Clean Electricity Investment Credit along with incorporation of feedback received through public comment and lessons learned from previous years. The final rules highlight the list of eligible facilities defined in the updated 48E Clean Electricity Investment Tax Credit regulations from solar and wind to also include facilities that utilize zero-emission technologies like hydropower, marine and hydrokinetic, geothermal and nuclear.

The final rules clarify eligibility requirements for some of the main categories, including expanding the list of housing programs that are eligible to participate as a qualified low-income residential building project and clarifying the financial value that certain projects must provide to low-income households.

The final rules also offer a pathway for emerging clean energy businesses to receive priority in applying for the program.

The guidance released by the Treasury outlines the annual capacity limitation available for allocation, divided across the four facility categories. For the 2025 program year, around 174,243 kilowatts (DC) are being carried over from previous program years and distributed evenly between the four categories. Individuals interested in learning more about the program or submitting an application should visit the program’s landing page on the IRS website here.

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Accounting

M&A roundup: EisnerAmper, BDO and Brady Martz expand

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EisnerAmper, a Top 25 Firm based in New York, has added HDA Accounting Group, a firm in the Denver area that caters to dental practice clients.

The deal is expected to close in early 2025. Financial terms were not disclosed. 

HDA was founded in 2011 and has two partners and a staff of over 65 professionals. EisnerAmper has 450 partners and approximately 4,500 staff members. The firm’s Eisner Advisory Group ranked No. 17 on Accounting Today‘s 2024 list of the Top 100 Firms, with $848.7 million in annual revenue.

HDA provides services exclusively to dental practice owners and has over 800 dental practice clients across all 50 states. The firm offers tax compliance and planning, monthly accounting, benchmarking, profitability analytics and revenue advice, using proprietary software tailored to dental practices.

“This combination with EisnerAmper will allow us to enhance our clients’ experience through additional expertise, technology, and service offerings,” said HDA managing partner Morgan K. Hamon in a statement Thursday. “We can now offer our dental practice clients value-added advisory services such as cybersecurity, real estate, business valuation, wealth management and much more. We’re really excited about this big leap forward.”

EisnerAmper sees dental practices as an important niche for outsourced accounting. “As the outsourced accounting sector becomes ever more focused on industry-tailored solutions, HDA represents a strategic move in both a key practice area and niche,” said Dan Gardiner, managing partner of outsourced solutions at EisnerAmper, in a statement. “We warmly welcome HDA and look forward to the exciting growth opportunities with EisnerAmper’s Health Care Group.”

Koltin Consulting Group CEO Allan Koltin advised both firms on the deal. “One reason for EisnerAmper’s continued growth has been its ability to add new, in-demand practice niches,” Koltin said in a statement. “This strategic pairing of EisnerAmper and HDA is all about the cultural fit along with the client-focused resources that each brings to the table.”

EisnerAmper has been busy on the M&A front since it received private equity funding in 2021 from TowerBrook Capital Partners, setting the stage for other accounting firms to follow its lead. The firm split into an alternative practice structure with Eisner Advisory Group LLC providing nonattest services and EisnerAmper LLP offering attest services to clients. Last fall, it added Tighe, Kress & Orr PC, a CPA firm based in Elgin, Illinois. In August, the firm announced it had added Krost CPAs, a Top 100 Firm based in the Los Angeles area, in a combination that’s expected to close this month. In May, it announced it would be adding Edelstein & Co., a Regional Leader based in Boston, in June. In March, EisnerAmper announced it was adding the Tidwell Group in Birmingham, Alabama, effective May 1. In 2023, it merged in Spielman Koenigsberg & Parker in New York, Morrison & Morrison in Chicago, and Top 100 Firm Postlethwaite & Netterville in Baton Rouge, Louisiana. In 2022, it added Lindsay & Brownell in La Jolla, California, Hoffman Group in Baltimore, Lurie in Minnesota and Florida, and Top 100 Firm Raich Ende Malter  and Popper & Co. in New York.

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Accounting

AAM opens marketing award nominations, launches business development award

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The Association for Accounting Marketing is accepting nominations for the 2025 Marketer of the Year Award. It also launched the Business Developer of the Year award.

Senior marketing professionals in accounting firms with at least three years experience in a key marketing role – whether at the same firm or across multiple firms – are eligible to apply. Nominations, both self-nominations and peer nominations, are open until Feb. 4, through AAM’s online portal.

“In today’s rapidly changing accounting landscape, the role of marketing leaders has grown significantly,” AAM executive director Rhonda Clark said in a statement. “These professionals are essential strategic partners within their firms, driving innovation, fostering growth, and shaping the future of the profession through technology and the adoption of visionary strategies.” 

An outside panel of judges from The Society for Marketing Professional Services will assess nominees, basing their evaluation on a list of criteria, including strategic contributions, measurable financial impact, collaboration efforts and forward-thinking approaches in strategy, analytics, and technology. The judging criteria is designed to ensure a level playing field for all participants as detailed here on the AAM website.

The 2023 winner was Lucas LaChance, a partner of practice growth at Lane Gorman Trubitt, who leads the firm’s brand visibility, awareness and engagement strategies. 

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The Business Developer of the Year award will be presented annually to a professional “who exemplifies excellence in business development, showcasing innovative strategies and a commitment to advancing the profession,” the announcement reads. Nominees will be evaluated by a panel of judges from the SMPS on criteria including strategic contributions, measurable financial impact, collaboration efforts and forward-thinking approaches in strategy, analytics and lead generation.

“We are thrilled to introduce this award as a means to spotlight the critical role that business developers play in the success of accounting firms,” Clark said in another statement. “Their efforts in cultivating client relationships and driving firm growth are invaluable, and this award serves to acknowledge and celebrate their contributions.”

Nominations are open until Feb. 4, and the winner will be announced at the 2025 AAM Summit, from May 13-15 in Phoenix, Arizona. 

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