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Navigating ownership transitions for private company financial leaders

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As record numbers of boomers reach retirement age, more private companies than ever must wrestle with transition challenges. 

Seven out of 10 business owners aged 50-plus will transition out of their businesses within the next decade, according to data from the Exit Planning Institute. Meanwhile, the U.S. Small Business Administration estimates that 10 million boomer-owned businesses will change hands between 2019 and 2029. This “Silver Tsunami” means private companies are grappling like never before with the complexities of ensuring continuity in leadership and operations. Against this backdrop, chief financial officers will assume a pivotal role in orchestrating strategies that safeguard the future viability and prosperity of their organizations. 

Transition planning is inherently multidisciplinary. Private company CFOs must navigate complex financial structures, assess risk factors and collaborate with legal and HR teams to ensure a seamless transition process. That’s more easily said than done. CFOs must have a blend of financial acumen and interpersonal skills to navigate the intricacies of an ownership transfer smoothly. 

For private company CFOs, controllers and senior managers, their plate is full these days. But, without having a clear roadmap for ownership transfer, they could face a succession crisis, leadership gaps and potential legal disputes. Moreover, the lack of a structured transition plan can erode stakeholder trust, diminish employee morale and jeopardize customer relationships. Ultimately, failing to plan for an ownership transition can result in irreparable damage to their company’s reputation and financial standing.

Getting started on the path to transition planning

The first crucial step in business transition planning is to identify key stakeholders and to clarify long-term objectives. Stakeholders may include owners, family members, employees, investors and external advisors. Understanding and communicating their perspectives, concerns and aspirations is essential for crafting a transition plan that aligns with the company’s goals and values. 

A thorough assessment of the current business structure and ownership structure is imperative for effective transition planning. At a minimum, CFOs should evaluate legal entities, ownership percentages, governance structures and operational frameworks. Identifying potential challenges, such as complex ownership arrangements or outdated governance practices, enables a company’s senior financial leaders to devise strategies to streamline the transition process. Additionally, assessing the company’s financial health and market position provides valuable insights for shaping the transition plan.

Setting clear and measurable goals, along with realistic timelines, is essential for driving the transition planning process forward. These goals may include succession objectives, financial targets, operational milestones and strategic initiatives. Establishing achievable timelines helps ensure accountability and progress throughout the transition journey. By breaking down the transition plan into actionable steps with defined deadlines, CFOs can maintain momentum and mitigate delays or setbacks.

Four transition options

Exploring ownership transfer options is a critical aspect of business transition planning. Here are four viable options for private companies to consider:

1. Family succession: Family succession involves transferring ownership and leadership of the business to family members, typically to the next generation. This option preserves the legacy of the company while keeping it within the family’s control. However, family succession can present challenges related to family dynamics, succession readiness and inequitable distribution of company ownership among family members. 

2. Management buyout: An MBO allows the existing management team or group of managers to purchase an ownership stake in the company. This option provides continuity in leadership and allows experienced managers to take ownership and responsibility for your company’s future. MBOs can be attractive for companies that have capable management teams seeking to retain control and continuity while providing liquidity for exiting owners. 

3. Employee stock ownership plan: An ESOP involves the establishment of a trust to purchase company shares on behalf of employees. Through ESOPs, employees gradually acquire ownership stakes in the firm, aligning their interests with the company’s long-term success. ESOPs can enhance employee engagement, retention and productivity while providing a tax-efficient mechanism for ownership transition. 

4. Selling to a third party: Selling the business to a third party, such as a strategic buyer, private equity firm or other outside investor, is a common ownership transfer option for private companies. This option offers liquidity for owners and may provide opportunities for business expansion, access to new markets or strategic partnerships. However, a third-party sale can greatly alter company culture, operations and strategic direction so it requires careful consideration of your company’s values and goals.

No matter which transition option CFOs choose, they must pay close attention to the business valuation and tax implications of the transaction.

Valuation and tax implications 

Conducting a comprehensive valuation of the business is essential for determining its fair market value and for facilitating informed decision-making during an ownership transition. Valuation methods may include asset-based approaches, income-based approaches or market-based approaches. As a senior member of a company’s financial team, CFOs have a thorough understanding of the organization’s financial performance, assets and liabilities. But do they know how to incorporate those metrics and proper market data to do a fair market value analysis? This is where engaging an independent business valuation professional can help them get an objective, independent assessment of your company’s true worth. 

Valuation is a highly subjective field and requires three key attributes: 1. Sound methodology and logic;2. Data, data and more data;3. Ability to utilize multiple methodologies. Each of the attributes above involves accounting, financial, economic and legal considerations. While most senior leaders possess some of this expertise, very few can translate that knowledge into an accurate appraisal. Common mistakes include conflating enterprise value and equity value, or using an overly simple methodology that doesn’t accurately reflect the company’s worth. Another common misstep is using outdated or irrelevant market multiples (often from a previous transaction in which they were tangentially involved). Further, most private company financial leaders are unaware of how certain factors affect the value of partial equity interests (i.e. less than 100%). 

Without having a qualified appraiser to guide your team, the company and its owners could be exposed to the following risks:

1. Receiving more (or less) than fair market value;
2. Understating or overstating taxable income for the entity or its owners;
3. Not meeting adequate disclosure requirements for a gift tax return and creating a permanent audit risk;
4. Creating cash flow issues for the entity or its owners.

An independent valuation professional should be able to analyze the subject company, make comparisons to industry benchmarks, incorporate economic or industry factors and provide multiple valuation methods rooted in real-time market data. They should also address interest-specific issues such as differences in distribution preferences and discounts for lack of control and marketability, and document all of their work in a detailed report that meets professional standards and reporting requirements. 

Example

One company we work with has an aging CEO/owner who is ready to turn over the reins to his capable adult son. They put together a transition plan with their former CPA and attorney which included elevated pay and salary continuation for dad as part of his buyout. As we started to review the plan, several red flags jumped out at us:

1. No actual equity got moved, so no transition was accomplished.
2. Dad got taxed at ordinary rates rather than at lower cap gain rates (and didn’t use the basis in his shares to reduce the gain).
3. We couldn’t unwind the old transaction and 409A deductions were taken — something the IRS frowns upon.

While the faulty transition plan could not be completely rectified, we were able to salvage it by gifting the equity to match what should have been part of the original deal in a stock purchase agreement. However, the company suffered in three important ways:

1. It lost the ability to use that basis and a higher tax rate for dad.
2. The gift tax could not be avoided on the gift.
3. It incurred significant additional legal, consulting and compliance expenses.

Tax planning plays a crucial role in minimizing tax liabilities associated with ownership transition and maximizing after-tax proceeds for all parties involved. The finance team should collaborate with tax advisors to devise tax-efficient strategies tailored to the specific circumstances of the transition. This may include structuring the transaction to leverage tax benefits, utilizing available exemptions or credits, and implementing estate planning techniques to optimize tax outcomes for owners and stakeholders. Doing homework on the valuation side can save lots of time and money on the tax-planning side down the road.  

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IRS layoffs expected despite tax season assurances

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The Internal Revenue Service is reportedly planning layoffs of thousands of first-year probationary employees in the midst of tax season, perhaps as soon as this week.

The layoffs are set to occur despite assurances that the IRS would wait until May 15, a month after the end of tax season, before it would accept voluntary buyout offers under the Trump administration’s “deferred resignation” program. The administration instead moved to end that program last week soon after a federal judge allowed it to proceed. The buyout offer was accepted by approximately 75,000 federal employees.

The IRS and the National Treasury Employees Union did not immediately respond to requests for comment, but multiple news outlets, including the Associated Press, the New York Times, the Washington Post, NBC News and Fox News have reported on the plans. The cuts come after a team from the Elon Musk-led Department of Government Efficiency reportedly met with top IRS officials and sought access to sensitive taxpayer information that is normally closely guarded by IRS employees. 

The American Institute of CPAs released a statement Sunday stressing  the need for the IRS to have the ability to meet the needs of taxpayers and tax preparers during this filing season:

“For many years, one of the top priorities at the AICPA has been to promote efforts that ensure the IRS has the appropriate resources to meet the needs of taxpayers and preparers,” said the AICPA. “Our goal is to support taxpayers and our members during times of uncertainty and to provide guidance to help navigate any changes that may affect critical, time-sensitive interactions with the IRS. Many are concerned with potential challenges that could arise from recent changes throughout government. While there is a lot of speculation and many unknowns, the AICPA is actively monitoring the situation and engaging with IRS leadership and other key stakeholders to understand and mitigate the impact of these changes on IRS services. IRS service levels and modernization efforts have seen progress since the COVID-19 pandemic and we are committed to seeing those efforts continue. Americans deserve a fully functioning agency that can be respected by taxpayers and their preparers, thereby allowing them to comply with their tax obligations.”

The move to fire the probationary employees at the IRS comes as the Trump administration and DOGE have begun widespread layoffs at other departments of the federal government, not only of first-year employees, but of longer-serving employees who had earned civil service protections, along with effective shutdowns of agencies such as the U.S. Agency for International Development and the Consumer Financial Protection Bureau. That has prompted lawsuits and protests in Washington, D.C., and other cities across the country, but the layoffs have been paused at the CFPB for now by a federal judge. The same could happen with the IRS.

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Accounting

Expect a tempest in tax under Trump

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Expect plenty of changes in the world of tax under the new administration.

On Inauguration Day, President Donald Trump signed an executive order calling for a longer hiring freeze at the Internal Revenue Service than he was imposing on other federal agencies, as well as another executive order rejecting U.S. participation in the Organization for Economic Cooperation and Development’s two-pillar global tax framework. He also called for sending armed IRS agents to patrol the Mexican border, which the Department of Homeland Security later requested of the Treasury Department. 

Republicans in Congress are currently negotiating the contours of an extension of Trump’s signature tax legislation, the Tax Cuts and Jobs Act of 2017, along with his campaign promises of exempting certain kinds of income, such as tips, Social Security income and overtime, from taxes. 

Mark Everson, a former IRS commissioner who is currently vice chairman of Alliant, a tax consulting firm in Washington, D.C., believes the administration under Treasury Secretary Scott Bessent will focus on the international front with tariffs and sanctions.

“It will be relatively more aggressive in the international arena,” said Everson. However, he believes the OECD tax deal would only be implemented through an act of Congress in the aftermath of Trump’s executive order.

(For insights on the new administration’s impact on other areas of regulation, like the PCAOB, see our feature article.)

He also expects to see changes at the IRS, with less emphasis on enforcement and diversity, equity and inclusion programs. “Consistent with the move against DEI, my guess would be a return to enforcement without scrutiny of results by racial grouping,” said Everson. “There’s a lot of discussion of the impact disproportionately on minorities through the Earned Income Tax Credit in terms of audit rates. I don’t think that will be considered in this approach going forward, given what they’ve already done with the abolition of the DEI offices, including, as I understand it, at the service.”

However, he expects to see continuing improvements in taxpayer service. “I do think that there will be common ground in terms of emphasis on service improvements,” said Everson. “I’m not suggesting that everything at the IRS is going to stop. Hardly. The Republicans feel very strongly about the need for good service, and I think that will be a focus of the administration once, presumably, Commissioner [Billy] Long is in office. I think there will be continuation and a great deal of focus on privacy versus efficiency. They’ll want to make the improvements on the system side, which are already underway, but I do think there will be a great deal of focus on privacy.”

Hiring freeze

The hiring freeze at the IRS could be a concern, however. 

“Will they be able to maintain adequate personnel? Time will tell on that, but I think we’ll know fairly quickly,” said Everson. “The filing season has already started, and I think that the impact of departures on the workforce will be felt over time. I’m not overly concerned about the filing season, per se. Over a period of time, if people are leaving government — and the IRS does have a very high component of people who have been working from home — because that is no longer allowed, what will the impact be there? That’s very much in the mix, but it will take time to feel the effects of that.”

He expects to see more of a focus at the IRS on process in terms of enforcement activities. Trump’s proposal to create an “External Revenue Service” to collect tariffs and duties could also introduce complications, since many of those functions are already performed at the Department of Homeland Security rather than the Treasury Department.

Billy Long speaking at a Donald Trump campaign event
Former Representative Billy Long, a Republican from Missouri, speaking at a Donald Trump campaign event

Al Drago/Bloomberg

After the election, Trump named former Rep. Billy Long, R-Missouri, to be the next IRS commissioner, even though IRS Commissioner Danny Werfel’s term was scheduled to run until November 2027. That prompted Werfel to announce his last day would be on Jan. 20, coinciding with Inauguration Day. When he was in Congress, Long had sponsored a bill to abolish the IRS and replace it with a consumption-based tax known as the Fair Tax. In January, a group of 12 Republican lawmakers revived the bill as the Fair Tax Act of 2025.

The Trump administration and Republicans in Congress have been moving to claw back at least half of the $80 billion in extra funding under the Inflation Reduction Act from the IRS’s enforcement efforts, which had been targeting large partnerships and corporations, as well as high-wealth individuals, for increased audits. That could affect the reliance of the agency on doing centralized partnership audits, which were allowed under the Bipartisan Budget Act of 2015, but have only recently begun being used.

“Without the IRA funding — and as it stands today, there’s no funding coming from any additional sources — it is certainly less likely that the IRS will be able to conduct effective audits of partnerships,” said Colin Walsh, principal and practice leader of tax advocacy and controversy services at Top 10 Firm Baker Tilly. “Something could change tomorrow, and Billy Long could become commissioner and figure out a different way to finance it. Billy Long will have his own ideas, and we’re all curious to see how he’d like to build the IRS. There’s a big push to get federal workers back into the office. What impacts might that have? Maybe the theory could be that people working in an office are going to be more effective and more efficient than people working remotely. I don’t think at this stage we can even predict, if Billy Long becomes the commissioner, what that will look like, but we can say that it is going to be different. I think comfortably, we could say it’s going to be different than what it would have been like if the IRS had $80 billion and Danny Werfel, versus $40 billion and Billy Long. It is different objectively.”

“It doesn’t mean that it will necessarily be less stringent,” he noted. “We just don’t know, whereas six months ago, we all had a pretty good idea of where this was headed, because the IRS was explicit in saying what they were going to do, creating a partnership audit task force, auditing 80 of the largest partnerships, and in practice, we were seeing that last year.”

The IRS and the Treasury may also cut back on labeling tax transactions such as micro-captive insurance as “transactions of interest.”

“The IRS lost all those cases on making things transactions of interest or reportable transactions by notice,” said Bill Smith, managing director of the national tax office at Top 25 Firm CBIZ Advisors. “They now have to go through the regulatory process, with proposed regulations, a notice and comment period, all of that. Having nothing to do with the change of administration, they suffered a pretty serious setback there. They suffered a setback with the elimination of Chevron deference. It’s all taxpayer favorable, but is it good, sound policy? The IRS collects something like 97% of the revenue for the United States. I don’t know if Elon Musk is going to be able to cut that much out. If you’re going to eliminate a lot of the income, you’d better start eliminating the expenses too.”

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Virginia adds additional path to CPA licensure

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Virginia, Pennsylvania and Minnesota made headway this week in adding alternative paths to CPA licensure.

The Virginia House and Senate passed legislation Monday, backed by the Virginia Society of CPAs, that creates an additional pathway to licensure and ensures practice mobility for out-of-state CPAs, effective Jan. 1, 2026. This makes it the second state, behind Ohio, to create a new CPA pathway.

HB 2042 and SB 1042 allow CPA candidates to achieve licensure with a baccalaureate degree with the required accounting coursework, two years of experience and passing the CPA exam. Candidates can still follow the older pathway, which entails 150 hours of education, one year of experience and passing the exam, but “the new path allows accountants to opt for more real-world experience rather than take an additional 30 hours of education,” according to a news release.

“Increasing the options accountants have to become licensed has been a major focus of the VSCPA and the profession nationwide,” VSCPA president and CEO Stephanie Peters said in a statement. “With declining college enrollments and new majors like data analytics, the competition to attract students to the accounting profession is strong. Corporations can’t run without finance teams, and businesses rely on their CPAs for valuable tax planning and strategic advice. It’s crucial we develop new ways to get accountants licensed as CPAs to become the trusted business advisors that help keep our economy running.”

The VSCPA worked with Del. Holly Seibold, D-Fairfax, and Sen. Adam Ebbin, D-Fairfax, with support from VSCPA member and Del. Joe McNamara, CPA, R-Roanoke. Both bills passed the full General Assembly unanimously. The VSCPA does not currently see any barriers to Gov. Glenn Youngkin singing the legislation. 

Virginia state capitol
Virginia State Capitol

Martin Kraft

Pennsylvania and Minnesota

Pennsylvania introduced a Senate bill to add an extra pathway to CPA licensure, allowing CPA candidates to achieve licensure with 120 college credits, two years of relevant work experience verified by a Pennsylvania CPA and passing the CPA exam. The existing pathway requiring 150 credits is still available for candidates.

“At a time when the accounting profession faces a variety of pipeline challenges, it is crucial to create innovative pathways that meet the needs of today’s workforce while safeguarding the public trust and high standards that define the CPA designation,” PICPA CEO Jennifer Cryder said in a statement.

“We believe these updates are critical to the future of the accounting profession,” she added. “By working together with our stakeholders, we can modernize licensure laws without compromising the core principles that define the CPA profession.”

The initial memo introducing the bill was led by Sen. Scott Hutchinson, R-Venango, and Sen. Nick Pisciottano, CPA-inactive, D-Allegheny. A companion bill is set to be introduced in the state House by Rep. Ben Sanchez, D-Montgomery, and Rep. Keith Greiner, CPA, R-Lancaster.

Meanwhile, Minnesota introduced a Senate bill to add two more pathways to licensure, which would allow CPA candidates to achieve licensure with a bachelor’s degree along with two years of general work experience and passing the CPA exam, or a master’s degree with one year of experience and passing the exam.

The legislation also ensures automatic practice mobility and changes regulations to make the Minnesota State Board of Accountancy the entity determining substantial equivalency, not NASBA’s National Quality Appraisal Service.

A companion bill in the Minnesota House is expected to be introduced later this week.

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