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The Supreme Court takes on CTA, BOI

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In the continuing saga of the fate of the Corporate Transparency Act, the New Civil Liberties Alliance filed an amicus curiae brief with the Supreme Court on Jan. 13, 2025, in Garland v. Texas Top Cop Shop. The brief urges the court to reject the government’s request to stay a preliminary injunction against the enforcement of the CTA and its beneficial ownership information reporting mandate. 

The CTA mandates that organizations that have filed for incorporation under state law submit detailed reports to the Treasury’s Financial Crimes Enforcement Network, or FinCEN, with civil and criminal penalties available to the government to punish those who fail to comply, either by omitting information or even accidentally submitting false information. 

“These invasive requirements would apply to over 30 million nonprofit and for-profit organizations nationwide, and they apply prior to any commercial transactions or other type of economic activity,” according to the NCLA. 

The U.S. Supreme Court building stands in Washington, D.C., U.S., on Tuesday, Feb. 25, 2020. President Donald Trump demanded that Supreme Court Justices Sonia Sotomayor and Ruth Bader Ginsburg recuse themselves from future cases involving his administration after a dissent from a decision allowing the government to test prospective immigrants' wealth.
The U.S. Supreme Court building in Washington, D.C.

Stefani Reynolds/Bloomberg

“The government claims the Constitution’s Commerce Clause authorizes the CTA, but Commerce Clause regulations must target economic activity, which the CTA does not regulate,” the NCLA’s brief noted. “The only thing that triggers disclosure under the CTA is coming into existence by filing incorporation paperwork with a state government, which is not economic activity because it does not involve producing, consuming or exchanging any good or service. The government argues that most organizations that incorporate will engage in future economic activity. But the Supreme Court held in the Obamacare case (NFIB v. Sebelius) that the government cannot justify regulation under the Commerce Clause based on anticipated future economic activity.”

The government’s alternative request — to narrow the scope of the nationwide preliminary injunction to just the corporate entities that sued in the Texas Top Cop Shop case — is likewise flawed, according to the NCLA: “The Administrative Procedure Act expressly authorizes the court to ‘postpone’ the Treasury Department’s rule enforcing the CTA, which necessarily extends to the whole country, not just the litigants.” 

Jamie Schaeffer, a partner at law firm Perkins Coie, said that it’s hard to predict what the court will do.

“The Treasury Department has made multiple alternative requests with broader implications beyond the CTA,” she explained. “One of them is whether it is appropriate for a federal district court to issue a nationwide injunction. Conservative justices generally favor district courts to not have that authority. During the first Trump administration a number of liberal courts took the approach that they had that authority. If the Supreme Court decides that it is not appropriate for a district court to set a nationwide standard, then FinCEN will have to set alternate filing dates. There are a lot of moving parts. We’re advising our clients to be ready to file the BOI Report at a moment’s notice.”

Kevin Granahan, practice management partner at law firm Fox Rothschild, agreed. 

“It’s really an unknown,” he said. “And it’s also unknown what Congress might do. Prior to the holidays, part of the funding package included a provision that would push back the deadline by one year. The final bill did not include that delay, so the question now is whether Congress will take action, especially given the change in administrations. President Trump could tell the DOJ to simply drop the appeals, which would be the death knell for the CTA.”

As for a decision on the merits of the Commerce Clause argument, NCLA litigation counsel Sheng Li said: “It is true that most corporations will engage in commerce after coming into existence. But so will most everyone alive. If the mere propensity for commerce can be the basis for regulation under the Commerce Clause, then that power would be boundless, and any notion of limited government would cease.”

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Accounting

In the blogs: Buzzing sounds

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Flat tax; doubts about “automatic” IRS calculations; when to shred; and other highlights from our favorite tax bloggers.

Buzzing sounds

  • Tax Foundation (https://taxfoundation.org/blog): From July 2021 to September 2022, five states enacted laws to transform graduated-rate income taxes into single-rate tax structures. Where things stand with the states’ flat tax revolution.
  • Institute on Taxation and Economic Policy (https://itep.org/category/blog/): Legislatures countrywide are resolved to write new tax policy, and debates are heating up. But states’ fiscal situations vary dramatically. 
  • Tax Vox (https://www.taxpolicycenter.org/taxvox): Washington is abuzz over whether Congress will address Trump’s ambitious policy agenda in one bill or two. But lawmakers must confront a more important question.
  • Global Taxes (https://www.globaltaxes.com/blog.php): In Case You Missed It Dept.: A circuit court has flip-flopped (again) on beneficial ownership reporting, and now the Supreme Court’s involved.
  • Current Federal Tax Developments (https://www.currentfederaltaxdevelopments.com/): An overview of new final regs that identify certain micro-captive transactions as listed transactions and transactions of interest. 
  • CLA (https://www.claconnect.com/en/resources?pageNum=0): A look at the new draft Form 7217, “Partner’s Report of Property Distributed by a Partnership,” to collect information such as a partnership’s basis in a property before distribution, the fair market value of the distributed property and any basis adjustments that may apply — all of which promise “a more pronounced impact on real estate partnerships.”
  • Tax Notes (https://www.taxnotes.com/procedurally-taxing): Final regs on the oft-litigated Sec. 6751 “supervisory approval” leave longtime questions unanswered. Among them: What exactly happens when a penalty is “automatically calculated through electronic means?”

Shore things 

  • Virginia – U.S. Tax Talk (https://us-tax.org/about-this-us-tax-blog/): Long-awaited and at last final Sec. 2801 regs — concerning gifts and bequests received by a U.S. person from certain foreign persons — resemble proposed regulations issued 10 years ago (and 17 years since Sec. 2801 was enacted). “In a nutshell,” a U.S. recipient may have to file a Form 708 (not yet available).
  • Armanino (https://www.armanino.com/articles/): How tax credits and incentives are among the details biz clients should keep in mind as they consider nearshoring, offshoring and reshoring.

Tough questions

  • MBK (https://www.mbkcpa.com/insights): What to remind biz clients about the Tax Cuts and Jobs Act’s Sec. 163(j), which generally limits deductions of business interest to 30% of a company’s adjusted taxable income.
  • The National Association of Tax Professionals (https://blog.natptax.com/): This week’s “You Make the Call” looks at Jason, who gambles at the local casino. He is not considered to be in the trade or business of gambling but does spend a large amount of money at one casino, which gives him perks that total $2,500. During the year, Jason’s gambling pursuits have resulted in gambling winnings of $10,000, which he will report on his 1040. He also keeps a log of all his wagers and has allowable documented gambling losses of $20,000. Assuming Jason can itemize on Schedule A, what amount of gambling losses can he deduct?
  • Gordon Law (https://gordonlawltd.com/blog/): What to remind them about who needs to file a FBAR.
  • Summing It Up (http://blog.freedmaxick.com/summing-it-up): Nonprofits seem especially vulnerable to theft (what they may comparatively lack in juicy resources from a thief’s perspective they often make up for in a lack of security). A look at common types of theft in nonprofits, as well as security measures they can take.
  • Palm Beach Accounting and Financial Services (https://www.pbafs.com/blog): Why do I exist? What is love? And for most of us, the real toughie: When can we shred our financial documents? 
  • Taxjar (https://www.taxjar.com/resources/blog): A question on your ecommerce clients’ minds, whether they admit it or not: Should you invest in sales tax software or hire a tax professional? 

Consider it a warning

  • Sovos (https://sovos.com/blog/): IRS due dates for 2024 information returns. (Largely unchanged from last year, though tweaked for weekends).
  • Canopy (https://www.getcanopy.com/blog): In a recent podcast, Dr. Jackie Meyer, CPA, entrepreneur and author of “The Balance Sheet of Life Formula,” “shares her journey as she goes from a traditional accountant to pioneering innovative approaches in the field.” She also discusses the challenges of postpartum depression and chronic fatigue.
  • Wolters Kluwer (https://www.wolterskluwer.com/en/solutions/tax-accounting-us/industry-news): How secure is the cloud?
  • Sikich (https://www.sikich.com/insights/): Artificial intelligence may be changing how marketers produce content, but where does content marketing go in 2025? Two challenges B2B brands must overcome.
  • Taxable Talk (http://www.taxabletalk.com/): New Jersey recently asked a client to send additional tax documents; one method suggested was email. “Is New Jersey aware of the risks of identity theft by emailing documents?  Is the Division of Taxation aware of their own guidance on this?”
  • TaxProf Blog (http://taxprof.typepad.com/taxprof_blog/): Congratulations to Ellen Aprill and Beverly Moran, recent recipients of Association of American Law Schools Tax Section Lifetime Achievement Award.

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Accounting

M&A roundup: KSM and KDG expand

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Noble Consulting Services Inc., a wholly owned subsidiary of Katz, Sapper & Miller, a Top 50 Firm based in Indianapolis, said Tuesday that Rector & Associates, an insurance regulatory firm based in Columbus, Ohio, has joined its practice, effective Jan. 1, 2025.

Mark Alberts, founder of Alberts Actuarial Consulting LLC,  has also joined Noble as a vice president to expand Noble’s actuarial services. With the addition of Rector & Associates and Alberts, Noble plans to introduce additional services.

Rector offers transactional, financial, and compliance services for insurance companies, litigation support and expert witness services, regulatory compliance for insurance brokers and agents, and more. Alberts will lead development of an in-house actuarial department at Noble, which will provide financial examination, actuarial analysis, and form and rate review services to regulatory clients, valuation and appointed actuary services to insurers, and more.

Rector & Associates was founded in 1991 and provides insurance regulation and financial solvency consulting. Sarah Schroeder and Ed Dinkel of Rector are joining Noble as managing directors. Neil Rector, who founded Rector & Associates and is a former deputy director of the Ohio Department of Insurance, will provide ongoing consultation services to Noble.

Alberts has provided actuarial consulting services in the life insurance, annuity and supplemental health practice areas since 2008. He and his team of actuaries have worked with Noble on a contract basis for many years.

“We’re thrilled to welcome Sarah, Ed, Neil, and Mark to the Noble team,” said Noble CEO Mike Dinius in a statement. “Their exceptional expertise and client-focused approach are a perfect fit for Noble as we expand our services. Adding an in-house actuarial department is a major step, allowing us to deliver broader, more impactful services to both regulators and insurance companies. This move strengthens our ability to meet the evolving needs of our clients and ensures we remain at the forefront of the industry.”

Financial terms of the deal were not disclosed, and Noble’s revenue figures were not disclosed either.

KSM ranked No. 49 on Accounting Today‘s 2024 list of the Top 100 Firms, with $144.8 million in annual revenue. Noble employs 70 people. The combination with Rector adds two full-time people — Schroeder and Dinkel — and two contractors, including founder Neil Rector.

KSM acquired Noble in 2021, and it operates as a wholly owned subsidiary. The addition of Rector & Associates and Mark Alberts continues Noble’s growth following integration of the insurance regulatory practices of Johnson Lambert LLP and Eide Bailly LLP in 2023.

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Accounting

Springline Advisory invests in Fiske Advisory

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Springline Advisory, a financial and business advisory firm backed by the private equity firm Trinity Hunt Partners, has partnered with Fiske Advisory LLC, a South Florida-based business accounting, tax, business valuation and advisory services firm. 

Through the partnership, Fiske will get greater access to the resources of a larger firm. Springline Advisory will in turn expand its firm portfolio with Fiske’s business advisory services such as forensic accounting, litigation support, business valuation and tax.

Fiske Advisory managing partner Sheri Fiske Schultz and partner Katie Gilden

Fiske Advisory managing partner Sheri Fiske Schultz (left) and partner Katie Gilden

“Joining forces with Springline Advisory is a natural fit,” said Sheri Fiske Schultz, managing partner of Fiske Advisory LLC, in a statement Tuesday. “Their commitment to delivering exceptional client service and their strong cultural alignment with our values of professionalism, integrity and personalized attention make this partnership a powerful opportunity. Together, we’re excited to provide even greater value to our clients, increase professional development opportunities for our teams, and to build on our legacy of excellence.”

Founded in 1972, Fiske offers litigation support accounting, business valuation, and other specialized services, Fiske is consistently ranked among the top 25 litigation support accounting firms, top local providers of business valuation services, and top women-owned businesses in the region.

“We’re thrilled to welcome Fiske as a Springline founding firm. Their sterling reputation for providing exceptional advisory services, employee-centric culture, and entrepreneurial spirit complement our shared vision for growth,” said Springline Advisory CEO Tim Brackney in a statement. “This combination underscores our dedication to forging strategic partnerships that strengthen the capabilities of traditional accounting firms, allowing us to offer a broader range of services that meet the business demands of today’s dynamic middle market.” 

“My focus in advising Fiske was to find a partner that could really accelerate their growth as an advisory business while continuing to nourish and support their strong culture,” said Gary Thomson, managing partner of Thomson Consulting and advisor on the deal. “Springline Advisory’s strategic approach to growth is impressive. Partnering with Fiske, whose solid reputation in specialized areas like litigation support and business valuation is built on years of experience and deep industry knowledge, positions Springline as a high-impact player in the accounting and advisory space and elevates their competitive advantage as demand in the market continues to grow.”

The announcement follows recent strategic transactions for Springline Advisory with Dallas-based HM&M Advisory, LLC and Clark, Raymond & Co.in Redmond, Washington.

Trinity Hunt Partners, a Dallas-based PE firm, created Springline Advisory last year. The first investment was in MarksNelson, a Kansas-based firm. In addition to MarksNelson, Springline later added Indianapolis-based BGBC Advisory and made plans to expand by adding more firms around the country that serve middle-market clients. 

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