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Tax Strategy: IRS loses on conservation easements ­­— for now

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After the Internal Revenue Service identified syndicated conservation easements as potentially abusive transactions and designated it as a listed transaction, the agency initially had some successful enforcement actions in court.

However, adopting an increasingly popular litigation tactic, litigants began attacking the means by which the initial IRS guidance was adopted, and specifically failure to comply with the requirements of the Administrative Procedures Act, which requires public notice of proposed action and opportunity for comment.

While it had been the position of the IRS traditionally that the APA did not apply to it, courts have begun to take a different view. The Tax Court initially supported the IRS’s position, and the 6th Circuit supported that position on appeal. However, the 11th Circuit reversed the Tax Court on the same issue and held that the IRS had failed to meet the requirements of the APA.

The IRS responded by starting to shift more guidance to the form of proposed regulations that hopefully comply with APA requirements. Those proposed regulations were issued in November 2023. The IRS also successfully had legislation enacted by Congress to limit the losses permitted to be claimed on syndicated conservation easements. The agency also has continued to attack in court the promoters and appraisers involved in these syndications, and has also continued to pursue the taxpayers claiming these losses in the courts, with the 6th Circuit on its side and the 11th Circuit opposed.

The SECURE 2.0 Act, enacted at the end of 2022 as part of an omnibus spending bill, included a provision that disallows a deduction for a qualified conservation easement contribution made by an entity taxed either as an S corporation or a partnership (including LLCs taxed as partnerships) if the amount of the contribution exceeds two and a half times the shareholder’s or member’s tax basis. The legislation also included reporting requirements for the shareholders or members seeking the deduction.

Now, however, in a Tax Court case arising from the 10th Circuit, the Tax Court has reversed its previous position and agreed that the syndicated conservation easement regulations were invalid, holding that the regulation’s basis and purpose statement failed to meet the procedural requirements of the APA. (Valley Park Ranch, LLC, 162 TC –, No. 6, Dec. 62,442.) With the Tax Court now aligned with the Eleventh Circuit view, Valley Park could spell trouble for the IRS position in all circuits.

There was a fairly strong dissent in the Valley Park Ranch decision, taking the position that there was no substantial basis for reversing the court’s opinion issued four years earlier. The dissenters were of the view that the failure to include a statement of basis and purpose was not fatal since the basis and purpose in the case were obvious.

It is not clear whether the IRS would see any merit in trying to appeal the Tax Court decision to the 10th Circuit. Now that the Tax Court has shifted its position, it seems less likely that any other circuit court would follow the 6th Circuit. It is also not clear that even the 6th Circuit would stick to its position.

Looking ahead

The situation in the long term still looks favorable for the IRS. It now has specific statutory authority to attack syndicated conservation easements that are too abusive under the statute. The agency can continue to revise its regulations to meet APA requirements. The reporting requirements will aid the IRS in identifying syndicated conservation easements offerings. The Tax Court has continued to deny deductions to shareholders and members of syndicated conservation easements involving gross overvaluations of property subject to the easement. Some of the principal promoters of the syndicated conservation easements have been convicted in federal court of conspiracy to commit wire fraud and aiding and abetting the filing of false tax returns. An appraiser for a number of syndicated conservation easement deals has also pleaded guilty to conspiring to defraud the U.S.

The Valley Park Ranch decision probably means that some early participants in syndicated conservation easements, before statutory changes to the law and before revised IRS regulations, may be able to continue to claim some of the significant past losses associated with their participation. However, with new legislative restrictions, new regulations, and criminal actions against the aiders and abetters, the IRS appears likely to curtail the worst abuses carried on by syndicated conservation easements in the future.

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SEC’s Semiannual Reporting Proposal Faces Investor Pushback: What CFOs Need to Know

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U.S. Securities and Exchange Commission (SEC)

A proposal from the U.S. Securities and Exchange Commission to potentially shift some public companies away from quarterly financial reporting toward a semiannual model is drawing significant pushback from investors, even as it continues moving through the regulatory process. The debate has direct implications for corporate finance teams, auditors, and the broader transparency of U.S. capital markets.

What the SEC Proposed

According to a summary published by accounting advisory firm Cohen & Co., the SEC issued a proposed rule on May 19, 2026, aimed at simplifying financial reporting requirements for many U.S. public companies. The proposal would potentially reduce the frequency of certain mandatory disclosures from quarterly to semiannual, a structural change that has not been made to core U.S. reporting requirements in decades.

The proposal follows an extended debate within U.S. policy circles, with proponents arguing that reduced reporting frequency could lower compliance costs and free up management time for longer-term strategic planning rather than quarter-to-quarter results management.

Why Investors Are Pushing Back

Comment letters submitted in response to the proposal have been extensive, and according to Cohen & Co.’s review of the public record, investors “appear to be largely opposed” to the shift, viewing frequent interim reporting as a core benefit of U.S. capital markets relative to other jurisdictions.

Accounting and law firms have taken a more measured position, generally urging any changes to remain aligned with the Financial Accounting Standards Board (FASB), whose existing disclosure requirements and guidance are built around a quarterly reporting cadence. A shift to semiannual reporting without corresponding changes to FASB guidance could create friction between SEC filing requirements and GAAP-based disclosure expectations.

Lessons From the U.K. Experience

The debate is not without precedent. The United Kingdom moved away from mandatory quarterly reporting for listed companies in 2014, returning to a semiannual disclosure requirement. According to Cohen & Co.’s analysis, that experience offers a cautionary data point: there was no measurable increase in capital expenditure or R&D investment following the change, while analyst coverage of affected companies declined as reliable interim information became less available — a particular risk for smaller and newly public companies that rely on analyst coverage to maintain investor visibility.

Practical Implications for Finance Teams

Beyond the debate over disclosure philosophy, the proposal carries practical complications. Many companies have debt covenants and credit agreements structured around quarterly financial delivery; a shift to semiannual reporting could require renegotiating those terms. Reduced reporting frequency would also extend the “window of market silence” between disclosures, a factor that governance and investor-relations teams would need to manage carefully to avoid information asymmetry.

Separately, and unrelated to the reporting-frequency debate, the SEC and FASB have continued finalizing more routine updates this year. New Accounting Standards Updates are taking effect for December 31, 2026, fiscal year-ends covering income tax disclosures, credit loss measurement, induced debt conversions, and stock compensation, according to Eide Bailly’s review of 2026 ASU activity. Additional guidance on paid-in-kind dividends and environmental credits is also on the near-term horizon.

What to Watch Next

The semiannual reporting proposal remains in the comment and review phase, and no final rule has been adopted as of this writing. Finance leaders should monitor the SEC’s regulatory agenda for further movement, while treating the current quarterly reporting requirement as the operative standard until any final rule is issued and an effective date is set.

Given the extent of investor opposition documented in the comment file, a full shift to mandatory semiannual reporting appears more likely to result in either a scaled-back compromise or continued study rather than swift adoption — though the SEC’s ultimate direction remains uncertain.

 

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AI-Driven Automation and Continuous Accounting Frameworks

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The accounting profession is undergoing a fundamental structural transition as enterprise finance departments shift from periodic month-end closes toward automated continuous accounting models. By integrating specialized machine learning algorithms directly into enterprise resource planning (ERP) platforms, chief accounting officers are transforming financial reporting from a retrospective exercise into a real-time operational asset.

The Shift from Periodic Close to Continuous Financial Reporting
Traditional accounting workflows heavily relied on manual data reconciliation, spreadsheet calculations, and multi-week closing cycles at the end of each fiscal period. In contrast, continuous accounting frameworks utilize automated software agents to process, validate, and post transactional data in real time as business activities occur.

Automated bank reconciliation tools cross-reference incoming bank feeds, invoice records, and purchase orders automatically. By resolving transactional variances instantly throughout the month, corporate accounting teams eliminate the traditional workload spikes associated with quarterly and annual closes.

Machine Learning in Audit Trails and Anomaly Detection
Advanced natural language processing (NLP) and machine learning tools are redefining internal audit and financial control environments. Automated systems analyze 100% of general ledger entries, identifying anomalous transactions, duplicate payments, and unauthorized journal entries in real time.

Rather than relying on random statistical sampling, corporate internal auditors can focus their attention on high-risk flags automatically surfaced by algorithmic monitoring platforms. This continuous risk assessment strengthens internal controls over financial reporting (ICFR) and significantly reduces fraud risk.

Evolving Roles for Accounting Professionals
As routine data entry and manual reconciliation tasks become fully automated, the skill set required for accounting professionals is shifting toward data analysis, system design, and strategic business advisory.
– Systems Governance: Accountants are increasingly responsible for monitoring algorithmic accuracy and managing data integration pipelines.
– Business Partnership: Finance professionals leverage real-time financial dashboards to advise operational leaders on margin management and working capital allocation.
– Regulatory Compliance Management: Accounting teams utilize automated platforms to ensure compliance with dynamic tax codes and international accounting standards.

Core Implementation Recommendations
1. Deploy Automated Reconciliation Tools: Integrate continuous transaction processing modules into existing enterprise ERP architectures.
2. Establish Algorithmic Governance Controls: Implement strict internal testing protocols to ensure automated accounting rules comply with GAAP/IFRS standards.
3. Reskill Accounting Teams: Invest in training finance staff on data analytics, workflow automation, and predictive financial modeling.

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Accounting

Global ESG Reporting Standards and Double Materiality Compliance

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Corporate accounting departments face expanding reporting expectations as international sustainability disclosure standards achieve regulatory enforcement across major global jurisdictions. Chief Accounting Officers (CAOs) and corporate controllers are establishing rigorous internal accounting controls to treat Environmental, Social, and Governance (ESG) metrics with the same data precision, auditability, and governance as traditional financial statements.

Regulatory Harmonization Under Global Sustainability Frameworks
The implementation of standardized sustainability reporting frameworks—notably rules established by international sustainability accounting boards—has created unified expectations for public and large private enterprises. Corporations must report standardized metrics covering greenhouse gas emissions (Scope 1, 2, and material Scope 3), energy utilization, workforce demographics, and supply chain governance.

In Europe and other participating international jurisdictions, double materiality principles are mandatory. Under double materiality, organizations must report both how external sustainability risks impact corporate financial performance, and how internal corporate operations affect surrounding environmental and social structures.

Integrating Sustainability Metrics into Core ERP Systems
To provide auditable non-financial data, enterprise organizations are integrating specialized carbon accounting and ESG management platforms directly into core ERP systems. Automated data collectors capture energy utility invoices, logistics fuel consumption metrics, and vendor compliance records in real time.

Establishing automated, traceable data pipelines ensures that non-financial reporting is supported by clear audit trails. This structured approach allows external financial auditors to provide reasonable assurance on sustainability disclosures during annual corporate reporting cycles.

Financial Impacts and Capital Market Disclosure
Accurate ESG reporting directly influences corporate cost of capital and institutional credit ratings. Commercial lenders and institutional asset managers systematically incorporate sustainability metrics into risk pricing models. Companies that demonstrate transparent, verifiable progress in operational energy efficiency and climate risk mitigation benefit from expanded access to green bond markets and lower debt pricing.

Action Steps for Accounting Leadership
1. Implement Double Materiality Frameworks: Conduct comprehensive assessments to identify material financial and operational sustainability metrics.
2. Build Auditable Non-Financial Data Pipelines: Automate ESG data collection within core accounting software to ensure data integrity.
3. Align Sustainability with Annual Financial Filings: Prepare non-financial disclosures concurrently with financial statements to satisfy regulatory audit expectations.

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