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Buy-sell agreements in focus for business owners

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Business owner clients seeking to use the shrinking estate-tax window to pass down closely held shares may need to think through new or updated buy-sell agreements.

The potential expiration of many provisions of the Tax Cuts and Jobs Act of 2017 at the end of next year means that the minimum size of an estate subject to taxes of up to 40% at death could drop down by a half from their current levels of $13.61 million for individuals and $27.22 million for joint filers. Financial advisors, tax professionals and their clients are therefore considering a lot of estate-planning strategies that include trusts or life insurance policies.

For business owners trying to remove some assets from their estates while ensuring an orderly succession in the event of death, disability, retirement, divorces or other challenges, the buy-sell agreements are “not a direct correlation” to the possible expiration but an important factor ahead of the sunset date, said Dawn Jinsky, a certified financial planner and certified public accountant who is the leader of estate and business transition planning with Southfield, Michigan-based registered investment advisory firm Plante Moran Wealth Management

Those discussions are also coming after a Supreme Court decision this past summer added more valuation questions about the impact of any life insurance proceeds to closely held shares that are part of an estate, she noted.

“Many people are choosing to gift closely held stock because of the decreasing exemptions, and if you are doing that, you also need to look at a buy-sell agreement,” Jinsky said in an interview. “It’s become an ancillary discussion that has to happen.”

READ MORE: 3 types of trusts that could help wealthy clients’ estate plans

With taxes that can “add up quickly” for larger estates and any number of scenarios that may leave the business in the hands of the wrong people in the eyes of one or more current owners, the agreements represent another area in which “failing to plan is planning to fail,” she added.

In general, the business owners must choose between three kinds of buy-sell agreements: an entity-purchase agreement setting up the business itself to buy a deceased partner’s stock; a cross-purchase deal that provides for the other holders to pick up the holdings; or a hybrid one that gives the business the first right of refusal, according to Jinsky. The Supreme Court decision in Connelly v. Internal Revenue Service brought more concerns around potential taxes on life insurance proceeds in the first and third options among businesses such as many RIAs themselves and a great number of their clients, experts have noted.

“While the Court admitted that the dispute in the Connelly case is narrow, with its result ‘a consequence of how the Connelly brothers chose to structure their agreement,’ the decision may have far-reaching implications for closely held businesses,” Levenfeld Pearlstein attorneys Suzanne Shier and Robert Garner wrote in a blog on the firm’s website last month. “If your company has a redemption agreement funded by life insurance at the company level, it is essential to understand the implications of those agreements from an estate tax perspective.”

Describing those kinds of scenarios or posing the concern of what may happen if, say, one partner in the business goes through a divorce or one of the children of an owner dies, can help advisors and tax professionals convince clients to start the conversation about a buy-sell agreement. 

Those documents enable the businesses to establish “all the parameters” for any unforeseen events, with the method for valuation looming as “one of the most critical of those decisions,” Jinsky said. So-called tagalong rights provide certainty that heirs will get “some kind of true fair-market value” for their holdings and avoid scrutiny by the IRS or any state authorities noticing a disparity between the sales price of a business and the size of their estate, she noted. The agreements spell out the process and formula for those valuations.

Otherwise, the owners may run into a situation in which “‘my business partner and her family owe a huge estate tax liability but didn’t get the corresponding proceeds,'” Jinsky said.

READ MORE: How a life insurance strategy could save some wealthy estates millions

Clients can work out any other issues that could come up through crafting the buy-sell agreement as well, she added.

“Death, disability and retirement are the three key ones that you establish, but then there are some other ones that can be put into the buy-sell agreement,” she said. “A buy-sell can be as complicated or simplified as the situation warrants. If you’ve seen one buy-sell, you’ve seen one buy-sell. It really varies based on who are the owners and what are they looking to accomplish.”

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FASB proposes guidance on accounting for government grants

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The Financial Accounting Standards Board issued a proposed accounting standards update Tuesday to establish authoritative guidance on the accounting for government grants received by business entities. 

U.S. GAAP currently doesn’t provide specific authoritative guidance about the recognition, measurement, and presentation of a grant received by a business entity from a government. Instead, many businesses currently apply the International Financial Reporting Standards Foundation’s International Accounting Standard 20, Accounting for Government Grants and Disclosure of Government Assistance, by analogy, at least in part, to account for government grants.

In 2022 FASB issued an Invitation to Comment, Accounting for Government Grants by Business Entities—Potential Incorporation of IAS 20, Accounting for Government Grants and Disclosure of Government Assistance, into GAAP. In response, most of FASB’s stakeholders supported leveraging the guidance in IAS 20 to develop accounting guidance for government grants in GAAP, believing it would reduce diversity in practice because entities would apply the guidance instead of analogizing to it or other guidance, thus narrowing the variability in accounting for government grants.

Financial Accounting Standards Board offices with new FASB logo sign.jpg
FASB offices

Patrick Dorsman/Financial Accounting Foundation

The proposed ASU would leverage the guidance in IAS 20 with targeted improvements to establish guidance on how to recognize, measure, and present a government grant including (1) a grant related to an asset and (2) a grant related to income. It also would require, consistent with current disclosure requirements, disclosure about the nature of the government grant received, the accounting policies used to account for the grant, and significant terms and conditions of the grant, among others.

FASB is asking for comments on the proposed ASU by March 31, 2025.

“It will not be a cut and paste of IAS 20,” said FASB technical director Jackson Day during a session at Financial Executives International’s Current Financial Reporting Insights conference last week. “First of all, the scope is going to be a little bit different, probably a little bit more narrow. Second of all, the threshold of recognizing a government grant will be based on ‘probable,’ and ‘probable’ as we think of it in U.S. GAAP terms. We’re also going to do some work to make clarifications, etc. There is a little bit different thinking around the government grants for assets. There will be a deferred income approach or a cost accumulation approach that you can pick. And finally, there will be different disclosures because the disclosures will be based on what the board had previously issued, but it does leverage IAS 20. A few other things it does as far as reducing diversity. Most people analogized IAS 20. That was our anecdotal findings. But what does that mean? How exactly do they do that? This will set forth the specifics. It will also eliminate from the population those that were analogizing to ASC 450 or 958, because there were a few of those too. So it will go a long way in reducing diversity. It will also head down a model that will be generally internationally converged, which we still think about. We still collaborate with the staff [of the International Accounting Standards Board]. We don’t have any joint projects, but we still do our best when it makes sense to align on projects.”

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Accounting

In the blogs: Questions for the moment

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Fighting scope creep; QCDs as the year ends; advising ministers; and other highlights from our favorite tax bloggers.

Questions for the moment

  • CLA (https://www.claconnect.com/en/resources?pageNum=0): One major question of the moment: What can nonprofits expect from future federal tax policies?
  • Mauled Again (http://mauledagain.blogspot.com/): Not long ago, about a dozen states would seize property for failure to pay property taxes and, instead of simply taking their share of unpaid taxes, interest, and penalties and returning the excess to the property owner, they would pocket the entire proceeds of the sales. Did high court intervention stem this practice? Not so much.
  • TaxConnex (https://www.taxconnex.com/blog-): What are the best questions to pin down sales tax risk and exposure?
  • Current Federal Tax Developments (https://www.currentfederaltaxdevelopments.com/): In Surk LLC v. Commissioner, the Tax Court was presented with the question of basis computations related to an interest in a partnership. The taxpayer mistakenly deducted losses that exceeded the limitation in IRC Sec. 704(d), raising the question: Should the taxpayer reduce its basis in subsequent years by the amount of those disallowed losses or compute the basis by treating those losses as if they were never deducted?

Creeping

On the table

  • Don’t Mess with Taxes (http://dontmesswithtaxes.typepad.com/): What to remind them, as end-of-year planning looms, about this year’s QCD numbers.
  • Parametric (https://www.parametricportfolio.com/blog): If your clients are using more traditional commingled products for their passive exposures, they may not know how much tax money they’re leaving on the table. A look at possible advantages of a separately managed account. 
  • Turbotax (https://blog.turbotax.intuit.com): Whether they’re talking diversification, gainful hobby or income stream, what to remind them about the tax benefits of investing in real estate.
  • The National Association of Tax Professionals (https://blog.natptax.com/): Q&A from a recent webinar on day cares’ unique income and expense categories.
  • Boyum & Barenscheer (https://www.myboyum.com/blog/): For larger manufacturers, compliance under IRC 263A is essential. And for all manufacturers, effective inventory management goes beyond balancing stock levels. Key factors affecting inventory accounting for large and small manufacturing businesses.
  • U of I Tax School (https://taxschool.illinois.edu/blog/): What to remind them — and yourself — about the taxation of clients who are ministers.
  • Withum (https://www.withum.com/resources/): A look at the recent IRS Memorandum 2024-36010 that denied the application of IRC Sec. 245A to dividends received by a controlled foreign corporation.

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Accounting

PwC funds AI in Accounting Fellowship at Bryant University

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PwC made a $1.5 million investment to Bryant University, in Smithfield, Rhode Island, to fund the launch of the PwC AI in Accounting Fellowship.

The experiential learning program allows undergraduate students to explore AI’s impact in accounting by way of engaging in research with faculty, corporate-sponsored projects and professional development that blends traditional accounting principles with AI-driven tools and platforms. 

The first cohort of PwC AI in Accounting Fellows will be awarded to members of the Bryant Honors Program planning to study accounting. The fellowship funds can be applied to various educational resources, including conference fees, specialized data sheets, software and travel.

PwC sign, branding

Krisztian Bocsi/Bloomberg

“Aligned with our Vision 2030 strategic plan and our commitment to experiential learning and academic excellence, the fellowship also builds upon PwC’s longstanding relationship with Bryant University,” Bryant University president Ross Gittell said in a statement. “This strong partnership supports institutional objectives and includes the annual PwC Accounting Careers Leadership Institute for rising high school seniors, the PwC Endowed Scholarship Fund, the PwC Book Fund, and the PwC Center for Diversity and Inclusion.”

Bob Calabro, a PwC US partner and 1988 Bryant University alumnus and trustee, helped lead the development of the program.

“We are excited to introduce students to the many opportunities available to them in the accounting field and to prepare them to make the most of those opportunities, This program further illustrates the strong relationship between PwC and Bryant University, where so many of our partners and staff began their career journey in accounting” Calabro said in a statement.

“Bryant’s Accounting faculty are excited to work with our PwC AI in Accounting Fellows to help them develop impactful research projects and create important experiential learning opportunities,” professor Daniel Ames, chair of Bryant’s accounting department, said in a statement. “This program provides an invaluable opportunity for students to apply AI concepts to real-world accounting, shaping their educational journey in significant ways.”

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