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Ryan sues FTC over non-compete rule

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Ryan, a Dallas-based international tax firm and software provider, has filed suit against the Federal Trade Commission over the rule issued last week outlawing non-compete employment agreements. 

Ryan said its lawsuit in a federal court in Texas is the first challenge to the FTC’s action, claiming it would impose an extraordinary burden on businesses seeking to protect their intellectual property and retain top talent within the professional services industry. The firm contends the FTC’s rule would upend companies’ IP protections and talent development and retention by invalidating millions of employment contracts and nullifying the laws of dozens of states. Ryan said it tried to dissuade the FTC by submitting a 54-page public comment last spring against the FTC’s proposed rule.

“For more than three decades, Ryan has served as a champion for empowering business leaders to reinvest the tax savings our firm has recovered to transform their businesses,” said Ryan chairman and CEO G. Brint Ryan in a statement last week. “Just as Ryan ensures companies pay only the tax they owe, we stand firm in our commitment to serve the rightful interest of every company to retain its proprietary formulas for success taught in good faith to its own employees.”

Ryan-Brint-Ryan-tax-services
G. Brint Ryan, chairman and CEO of Ryan

Photo: Shannon Faulk

Ryan contends non-compete agreements are an important tool for firms to protect their IP and foster innovation. And without such agreements, firms could hire away a competitor’s employees just to gain insights into their competitor’s intellectual property. Ryan argues that the FTC’s decision to ban an important tool for protecting IP would inhibit firms from investing in that IP in the first place and result in a less innovative economy. The firm’s complaint, filed in the U.S. District Court for the Northern District of Texas, contends the FTC lacks the authority to prohibit non-compete agreements. It also claims the FTC itself is unconstitutionally structured.  

Accounting Today asked the firm why it decided to sue the FTC over the rule. “Ryan challenged the FTC’s rule because we recognize the threat it poses to our business, our team members and our industry,” responded Ryan LLC chief legal officer John Smith in an email interview. “The FTC’s ban on non-compete agreements undermines American free enterprise, freedom of contract and the rule of law. At the core of Ryan’s mission is pushing back against government overreach in our area of expertise: taxes on businesses. Through three decades of growing into a global leader in this field, Ryan has proven its skill at such pushback for our clients. This rule reaches beyond the law to harm our own business, as well as our clients’ businesses, so pushing back here comes naturally for Ryan.

“Ryan has been repeatedly recognized both as a great provider of tax services and software, as well as a great place to work, partly because of its commitment to principles that enable entrepreneurs to thrive — investment, innovation, growth, fairness and the rule of law,” he added. “What better way to advance those principles than to stand against a ban that attacks them?”

Does Ryan have proprietary tax strategies that it seeks to safeguard? “Yes,” Smith responded. “We have honed such strategies through decades of accumulated experience, as we apply our expertise to benefit a vast array of clients in virtually every industry with a full range of tax categories.”

Ryan is concerned its employees might take away certain kinds of information with them. “There are a variety of categories of proprietary information,” said Smith. “Examples include proprietary tax-saving methodologies and strategies, and our confidential business arrangements with clients.”

Is Ryan concerned about losing clients if the non-compete agreements are nullified? “Yes,” said Smith. “If the FTC rule stands and nullifies non-compete agreements, an employee may believe they can switch to a direct competitor and take the chance that Ryan would never discover that they are exploiting our confidential and trade secret information to compete unfairly.  “Non-compete agreements fill a gap in protecting the confidential information of a business,” he added. “While a non-disclosure agreement (NDA) secures an employee’s promise not to disclose the employer’s confidential information or IP, not all employees honor NDAs, and they are hard to enforce. Ryan has learned it can be difficult and expensive to uncover breaches of NDAs, let alone litigate them. Because the competitor’s work product and that employee’s contributions to it are not visible to the original employer, the breach may remain hidden while irreversible harm occurs. By contrast, non-competes are much easier to enforce in practice since determining a violation involves straightforward, available information: what new job the former employee has taken, and what business that new employer performs.”  

What kinds of intellectual property need to be protected in the tax profession? “We need to protect the integrity and goodwill associated with our brand, our confidential information, including methodologies, strategies, formulas and compilations related to our tax business, our patented technologies and our copyrighted digital solutions,” said Smith.

Ryan’s news release refers to a “free-rider problem that inhibits firms from investing in their employees” and we asked for an explanation. “If Ryan invests in its employees (by training and empowering them with proprietary information and IP developed through company investments) but cannot protect its informational assets, then unethical competitors can ‘free ride,'” said Smith. “They can poach employees they didn’t train, exploit assets they didn’t invest in, and reap profits they didn’t earn.”

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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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Accounting

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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