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Key OBBBA tax rule changes for private equity transactions

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The old saying goes: The only certainties in life are death, taxes, and change. Unsurprisingly, all three are in play with the enactment of the One Big Beautiful Bill Act, a sweeping piece of federal tax legislation that touches multiple stages of the M&A lifecycle.

For accounting professionals serving private equity clients, the OBBBA’s provisions represent more than incremental tax adjustments, as they shape how transactions will be structured, financed, and modeled going forward. Below is an overview of the key OBBBA tax policy changes and what they mean for advisors supporting PE sponsors and their portfolio companies.

1. Interest deductibility: Section 163(j)

What changed: The OBBBA permanently reverts the adjustable taxable income calculation back to an EBITDA base, replacing the EBIT standard in place since 2022.

Starting with tax years after Dec. 31, 2024:

  • Taxpayers can deduct interest expense up to 30% of ATI calculated using EBITDA.
  • The law clarifies that interest required to be capitalized under other code sections does not reduce the 163(j) limitation. Such capitalized interest will still be added to the basis of the underlying asset but won’t eat into the deductible interest cap.

Why it matters for advisors:

  • Leverage modeling becomes more favorable: For leveraged buyouts, dividend recapitalizations, and growth financings, EBITDA-based ATI significantly increases deductible interest capacity, improving post-tax cash flows.
  • Alignment with financial reporting: The exclusion of capitalized interest from the 163(j) calculation creates a cleaner reconciliation between book and tax calculations and simplifies modeling and compliance.
  • Election planning: Consider whether to elect out of Sec. 163(j) for certain businesses. Evaluate whether electing out interacts with depreciation methods (e.g., ADS depreciation rules that come with the election).
  • Transaction structuring: Leverage pushdown and internal debt arrangements may now be more valuable under the expanded limitation. Consider how this affects tax sharing agreements in consolidated or roll-up structures.

2. Bonus depreciation and asset expensing: Section 168

What changed: The OBBBA makes 100% bonus depreciation permanent for qualified property placed in service after Jan. 19, 2025. This covers:

  • New and used tangible property with a recovery period of 20 years or less.
  • Certain domestic nonresidential real property used in “qualified production activities.”

Why it matters for advisors:

  • Tax basis step-up planning becomes more valuable: Buyers can now immediately expense eligible assets, increasing net present value of tax benefits.
  • Negotiation leverage: Buyers may be more willing to gross up sellers to secure a step-up in basis because of the permanent 100% deduction.
  • Industry impact: Capital-intensive sectors such as industrials and manufacturing stand to benefit disproportionately. Accountants should help PE clients model after-tax returns to identify where this increased expensing can drive valuation premiums.
  • Deal structure considerations: Asset deals or Sec. 338(h)(10) elections may be favored more frequently when tax basis step-ups create significant cash tax savings.
  • Election flexibility:  Taxpayers can elect out of bonus depreciation on a class-by-class basis. Electing out may be desirable to align depreciation with financial reporting, manage tax attributes, or preserve NOL usage based on client modeling.

3. QSBS expansion: Section 1202

What changed: The OBBBA expands Internal Revenue Code Sec. 1202 qualified small business stock benefits:

  • Gross asset threshold increased from $50 million to $75 million.
  • Lifetime per-holder gain exclusion cap increased from $10 million to $15 million.
  • A graduated exclusion schedule was introduced, with 50% exclusion for stock held more than three years; 75% exclusion for stock held more than four years; and 100% exclusion for stock held more five years

Why it matters for advisors

  • More companies qualify: With the higher asset threshold, an expanded universe of portfolio companies can now meet QSBS eligibility.
  • More flexible exit planning: Graduated exclusions create liquidity planning options even before the five-year mark.
  • Entity consideration: Advisors should make sure entity type, formation structure, and capitalization are QSBS-compliant from inception. Monitor redemptions and equity transfers carefully to avoid tainting QSBS eligibility.

For CPA advisors, this is a prime area to add value through early-stage planning by evaluating eligibility, entity type, capitalization structure, and shareholder base. Proper documentation and compliance at formation and throughout the holding period can translate into very meaningful tax savings on exit.

4. R&E expensing: Section 174A

What changed: The OBBBA adds Internal Revenue Code Sec. 174A, restoring 100% immediate expensing of domestic research and experimental expenditures. This reverses the Tax Cuts and Jobs Act rule requiring five-year amortization of domestic R&E costs.

Taxpayers may:

  • Immediately deduct qualifying domestic R&E expenditures.
  • Accelerate previously capitalized amounts over one or two years.
  • Certain small businesses can retroactively deduct prior amortized R&E expenses.

Why it matters for advisors:

  • Improved after-tax cash flows: For R&D-intensive portfolio companies, this accelerates tax benefits, aligning better with operational cash cycles.
  • Advisory opportunity: CPAs can help PE clients assess retroactive deductions, model tax benefits, and coordinate timing of deductions with transaction planning.
  • Elections available: There is an ability to elect retroactive expensing for prior years for certain taxpayers, potentially generating refunds or offsetting gain on sale. Additionally, an election is available to continue five-year amortization for taxpayers wanting to smooth taxable income over time. Election mechanics may vary by taxpayer size and filing status, and careful advisor input and modeling will be required.

5. QBI Deduction: Section 199A

What changed: The OBBBA makes permanent the Internal Revenue Code Sec. 199A qualified business income deduction for passthrough business income and expands its accessibility through:

  • Higher income thresholds before phaseout: for 2025, joint filer phase-in increases from $364,200 to $500,000.
  • A minimum “floor deduction” of 10% of QBI for eligible active businesses, even for owners above the phase-out range.

Why it matters for advisors:

  • Predictability: Permanence removes uncertainty in modeling passthrough entity structures.
  • Broader applicability: More portfolio companies will qualify for meaningful deductions, increasing after-tax returns.
  • Entity selection: Advisors can help evaluate C corporation versus passthrough structures for platform investments in light of these incentives.

What the OBBBA did not change

The legislation maintained several existing tax rules that matter in PE deal modeling:

  • The 21% federal corporate income tax rate remains unchanged.
  • Federal PTET deductibility preserved.
  • The carried interest rules were left intact.

These constants help maintain existing tax planning frameworks, even as other parts of the law shift.

Conclusion

The OBBA offers an opportunity for strategic planning across the business landscape. Private equity investors stand at the forefront of clients prepared to take advantage of the new law. For public accounting professionals, this represents a clear opportunity to move beyond compliance and provide transaction-level advisory that directly impacts deal economics.

By helping PE clients navigate the expanded interest deduction base, permanent bonus depreciation, enhanced QSBS benefits, R&E expensing and QBI incentives, advisors can position themselves as critical partners in driving post-tax value creation.

The firms that adapt quickly will be best positioned to guide clients through this new landscape with confidence and precision.

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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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Accounting

Modernizing Internal Controls: Machine Learning and Continuous Monitoring in Auditing

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Internal audit departments and corporate risk managers are modernizing internal control frameworks by shifting from periodic sampling techniques to continuous monitoring and machine learning analytics. As operational data volumes increase across enterprise organizations, automated control testing ensures financial integrity, prevents corporate fraud, and streamlines annual audit engagements.

The Limitation of Periodic Audit Sampling
Historically, internal and external auditors evaluated internal controls by reviewing random samples of financial transactions—often analyzing less than five percent of total ledger entries. In complex enterprise environments, periodic sampling methods carry inherent risks of overlooking localized financial misstatements, unauthorized disbursements, or operational control breakdowns.

In 2026, progressive internal audit functions are utilizing automated continuous monitoring platforms that evaluate one hundred percent of financial transactions in real time. Continuous control auditing systems continuously monitor general ledger entries, procurement approvals, and expense reimbursements across all operating subsidiaries.

AI-Powered Fraud Detection and Anomaly Identification
Machine learning models trained on historical corporate financial data excel at identifying subtle transactional anomalies that indicate potential fraud or operational error. Automated systems instantly flag duplicate invoice payments, unapproved vendor creation, unusual journal entry timing, and unauthorized override of authority thresholds.

When an anomaly is detected, the automated auditing platform generates an instant risk alert, allowing internal audit teams to investigate root causes immediately. Early detection prevents minor operational errors from escalating into material weaknesses in financial reporting.

Streamlining External Audit Preparation
Continuous internal control monitoring delivers significant benefits during annual external financial audits. External audit firms can review continuous audit logs and automated control testing documentation, reducing the time required for manual field testing.

This integrated approach lowers overall audit compliance fees, reduces administrative burdens on corporate accounting staff, and provides senior management and audit committees with real-time visibility into the organization’s overall risk profile.

Core Implementation Guidelines
1. Transition to 100% Data Testing: Replace legacy sampling methods with automated continuous audit monitoring systems.
2. Deploy Anomaly Detection Algorithms: Implement machine learning models to identify unauthorized transactions and operational control overrides.
3. Align Internal and External Audit Workflows: Coordinate continuous control testing protocols with external auditors to optimize annual compliance cycles.

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Accounting

Automated Tax Compliance and Global Regulatory Harmonization in 2026

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Corporate tax accounting departments are navigating an era of unprecedented regulatory complexity as global tax harmonization frameworks take full effect alongside real-time digital tax reporting mandates. Tax directors and accounting teams are adopting cloud-based tax compliance automation tools to manage multi-jurisdictional tax liabilities and satisfy stringent reporting rules across international jurisdictions.

Implementation of Global Minimum Tax Provisions
The implementation of international tax reform agreements—notably the Pillar Two global minimum tax framework—has reshaped multinational corporate tax planning. Multinational enterprises with consolidated revenues exceeding established thresholds must ensure an effective tax rate of at least 15% across every jurisdiction in which they operate.

Accounting teams are implementing specialized tax calculation modules integrated directly into enterprise resource planning (ERP) platforms. These automated tools calculate effective tax rates per country, identify top-up tax liabilities, and generate standardized compliance documentation required by national tax authorities.

Real-Time Digital Invoicing and E-Reporting Mandates
Tax authorities across Europe, Latin America, and Asia-Pacific have enacted mandatory electronic invoicing (e-invoicing) and continuous transaction controls (CTC). Under these systems, corporate transaction data must be submitted electronically to government portals in real time at the point of sale or invoice issuance.

This shift toward continuous digital tax reporting eliminates traditional annual tax audits in favor of ongoing automated compliance monitoring. Accounting departments are upgrading invoicing software to ensure seamless XML data formatting, digital signature authentication, and real-time validation against tax authority databases.

Automation and Data Analytics in Corporate Tax Strategy
To keep pace with dynamic tax legislation, tax departments are transitioning from reactive compliance teams to proactive strategic advisors. Machine learning algorithms analyze corporate transactional data to identify tax credits, research and development (R&D) incentives, and cross-border transfer pricing adjustments.

By automating routine tax return filings and calculations, corporate tax directors can focus on long-term capital structuring, evaluating the tax implications of corporate mergers, and optimizing international supply chain networks.

Strategic Priorities for Tax Executives
1. ERP System Upgrades: Ensure enterprise software is capable of generating real-time, granular tax data required for global minimum tax compliance.
2. E-Invoicing Integration: Implement scalable e-invoicing platforms to satisfy regional continuous transaction control regulations.
3. Strategic Tax Analytics: Utilize predictive tax modeling tools to evaluate structural changes in corporate operations and cross-border trade.

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