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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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Accounting

Mandatory ESG Reporting Standards Demand Standardized Non-Financial Audit Trails

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Mandatory ESG Reporting Standards Demand Standardized Non-Financial Audit Trails

Corporate accounting departments face an expanded regulatory mandate as mandatory sustainability and Environmental, Social, and Governance (ESG) reporting frameworks take full effect internationally. Governed by the European Union’s Corporate Sustainability Reporting Directive (CSRD) and the International Sustainability Standards Board (ISSB) IFRS S1 and S2 standards, enterprise financial controllers are now legally required to track, verify, and report non-financial data with the same internal controls and auditability as traditional financial statements.

The expansion shifts ESG compliance

This regulatory expansion shifts ESG compliance from marketing departments to corporate accounting offices. Financial managers are now responsible for gathering, consolidating, and verifying carbon emissions metrics, supply chain labor conditions, water usage, and climate risk exposures across multi-tiered corporate structures. These non-financial metrics must be integrated into standardized general ledgers to withstand rigorous third-party audit assurance processes.

To comply with these rigorous reporting mandates, accounting software providers have added dedicated ESG modules designed to aggregate data from IoT sensors, utility platforms, and vendor management systems. Controllers are implementing internal control frameworks—modeled after traditional COSO frameworks—to ensure the completeness, accuracy, and consistency of sustainability disclosures, protecting organizations against greenwashing penalties and litigation risks.

The transition requires significant cross-functional collaboration between accounting teams, legal counsel, and operational directors. Accounting professionals are expanding their technical expertise beyond financial ledgers to master carbon accounting methodologies, lifecycle assessment standards, and non-financial data governance protocols, fundamentally expanding the role of the modern corporate accountant.

Why This Information Matters
Mandatory ESG disclosures require companies to treat environmental and social metrics as audited financial records. Executives, accountants, and board members must institute formal tracking and assurance processes to satisfy legal mandates, maintain investor confidence, and mitigate regulatory non-compliance risks.

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Accounting

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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