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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

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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