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Dual ETF mutual fund share classes pose challenges

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The expected SEC approval of ETF share classes for mutual funds and vice versa poses more technical and tax-related challenges than simply pressing a button to convert massive holdings.

Dozens of asset management firms are waiting on the Securities and Exchange Commission to green-light the so-called dual share classes, also known as share-class relief. Approval will enable the companies to offer the same structure Vanguard pioneered in a patented design that expired two years ago. The firms applying to the Wall Street regulator for relief include rivals BlackRock, State Street, Dimensional Fund Advisors, JPMorgan Chase, Charles Schwab and T. Rowe Price. 

Vanguard itself is asking the SEC to approve dual share classes in the firm’s actively managed strategies, even as a shareholder case over capital gains distributions that hit certain retirement investors in the firm’s target date funds is in flux due to a federal judge’s rejection last month of a $40 million settlement. Since avoidance of those capital gains and the taxes on them represents one of the main selling points for ETFs over mutual funds, the case highlights some of the looming questions for asset management firms, financial advisors and their clients if the SEC provides its long-anticipated blessing for dual classes.

There is “much more to it” than the fact that “investors like liquidity and they hate paying taxes,” said Alex Morris, CEO of F/m Investments, an investment management firm with $18 billion in client assets across its ETFs and other funds. The firm is seeking SEC approval for a mutual fund share class for one of its ETFs, which is the opposite direction of most of the filings aiming for an ETF version of mutual fund vehicles. Based on the timing of their applications and amendments in early April, F/m and Dimensional could be among the first to secure approval for dual share classes. Morris predicted that only a quarter or half of the more than 60 filers could address the operational, compliance and tax-related issues quickly enough to get their dual share classes up and running within a year of SEC approval.

“We’ve been working through this for a long time,” he said. “Practically, this seems very easy until you try it.”

READ MORE: Trillions in SMA assets ripe for tax-friendly ETF ‘exit valve’

Hurry up and wait

Other experts have pointed to those concerns, alongside the potential for a shakeup of tens of billions of dollars in annual fees for brokerage firms tied to mutual funds and an alternative means of ETF conversion through increasingly popular Section 351 exchanges. The possibility of a tax hit from capital gains distributions in the course of assets moving from mutual funds into an ETF equivalent is raising some of the loudest alarms. And that’s only one aspect of the governance, ongoing monitoring and disclosure requirements that are likely to keep the boards and compliance teams of asset management firms — and their attorneys — busy in the transition, according to a whitepaper released earlier this month by law firm Ropes & Gray.    

“While we anticipate that industry best practices will develop over time, at the outset there will likely be some trial and error and periodic recalibration may be necessary in order for funds to fully realize the benefits of the combined class structure,” the report said.

In addition to avoiding unanticipated capital gains distributions for ETF investors, the need to hold more cash or other liquid assets in order to offer both types of shares could raise the underlying fees. Based on the most recent form of amendments to Dimensional’s filings that the SEC has instructed other companies to follow, the relief could generate reams of reports explaining the technical, tax and other ramifications of dual classes of the same funds. An analysis of how many shareholders may face higher taxes as a result of the dual share classes will prove integral in the transition, according to the report.

READ MORE: New ‘investor-friendly’ ETFs unlock tax deferral on appreciated assets

Vanguard TDF shareholder case update

Meanwhile, some of the complications of mutual funds and taxes are playing out in federal court. Last month U.S. District Judge John Murphy threw a wrench into Vanguard’s settlement with target-date investors, rejecting the civil settlement due to stipulations of the SEC’s enforcement order in January. In 2020, Vanguard slashed the minimum investment level in lower-cost institutional share classes of some of its target-date funds, which caused many retirement investors to migrate to those cheaper versions of the products. However, those who stayed wound up receiving much higher capital gains than usual, which drove up their taxes and reduced their compounding returns, SEC investigators said

The regulator’s settlement order had called for restitution and fines of $106.4 million. One provision, though, held that the payouts were in addition to the amount that “Vanguard agreed to pay to settle an investor class action,” which would get added to the total “if the settlement is terminated or rejected,” the SEC’s announcement on the settlement stated. That’s what caused Murphy to toss the settlement in a May 19 ruling.

“If we approve, the harmed investors lose $13 million to attorneys’ fees,” Murphy wrote. “If we reject, the harmed investors get that $13 million themselves, through the SEC settlement (and could very well recover even more because this litigation will continue). As readers may have deduced, this is an unhappy situation for plaintiffs’ counsel, who only found out about the SEC settlement after it was publicly announced. 

“Vanguard’s deal puts plaintiffs’ counsel in a difficult spot — how can they advocate for settlement if the class is better off rejecting it?” Murphy continued. “Notably, we didn’t find out about the SEC settlement (from plaintiffs or Vanguard) until a class member, John Hughes, brought it to our attention in a remarkable objection. He asks us to reject the proposed class settlement because, how can any settlement stand when it is guaranteed to net the class less money? A simple and compelling point. The named plaintiffs, their counsel and Vanguard cannot deny the math. But they adamantly, and creatively, dispute Mr. Hughes’s objection. After oral argument and additional rounds of briefing, we can safely conclude that the proposed settlement provides no value to the class and therefore reject it.”

In another ruling earlier this month, Murphy pushed back any outstanding filing deadlines to August, the completion of potential evidence discovery to mid-November and any motions for summary judgment to April 2026. Representatives for the SEC declined to comment on the ruling and case status beyond the regulator’s public filings, while those of Vanguard and the lawyers for the plaintiffs in the case didn’t respond to emails seeking comment.

READ MORE: How Vanguard’s tax-bomb target-date funds slammed wealthy investors

The upshot for advisors and investors

Regardless of what becomes of that case, it signals how investor expectations that ETFs will never bring any taxes from capital gains distributions may be creating a cycle in which issuers are “allowing the wrapper to decide things for you, and that feels kind of funky,” said Morris of F/m. It’s possible that there are some scenarios in which the capital gains represent, by and large, a better investment strategy for a majority of shareholders over the long term, he noted.

Beyond any investor cases, SEC approval of dual share classes could bring further headaches from setting up dual accounting systems to ensure that the ETF holders don’t get the tax hits and from working with any outside service firms to calculate the conversion of mutual fund shares that may extend to three or four decimal places to fully rounded ones on the other side. 

Those types of considerations explain why the process “could get disorderly and messy quick,” said Morris. Advisors and other wealth management professionals should know that the shift will not occur overnight upon SEC approval, he added.

“The last thing you want to do is have a mutual fund you really like rush out a mutual fund-ETF share class,” Morris said. “One little error, one missed item today could eventually reverberate to be a big error, and I don’t want to see that happen.”

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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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