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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

Continuous Auditing Transforms Corporate ERPs

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continuous auditing transforms corporate erps

As corporate accounting departments cross the threshold into late July 2026, the adoption of continuous, automated auditing systems has reached a definitive turning point. Driven by advances in artificial intelligence and deep integration with modern Enterprise Resource Planning (ERP) platforms, leading finance organizations are moving away from traditional, periodic post-hoc audits in favor of real-time, 100% transactional verification. This technological transition is redefining internal control environments, reducing compliance costs, and eliminating the structural delays inherent in legacy quarterly closing processes.

Unlike traditional auditing frameworks that rely on statistical sampling—a process that inevitably leaves operational blind spots—continuous auditing software monitors operational data feeds continuously. Every purchase order, electronic invoice, payroll disbursement, and cross-border wire transfer is automatically cross-referenced against established corporate governance parameters, regulatory tax schedules, and anti-fraud algorithms in real time. Anomalies or unauthorized ledger entries are flagged instantly, allowing internal audit teams to investigate and remediate compliance gaps immediately rather than months after the close of a financial period.

The implications for executive financial management are far-reaching. By embedding continuous verification directly into daily transaction workflows, chief financial officers gain uninterrupted visibility into the organization’s true financial standing. Real-time balance sheet auditing eliminates the severe operational bottlenecks associated with month-end and quarter-end financial reconciliations, freeing accounting professionals to focus on strategic financial modeling, tax planning, and capital allocation rather than manual data entry and spreadsheet consolidation.

However, implementing continuous auditing requires accounting leadership to invest heavily in data governance and technical upskilling. Internal audit teams must evolve from manual ledger reviewers into system architects capable of auditing complex algorithms and validating automated data pipelines. Accounting firms and corporate controllers that master continuous auditing will establish a resilient compliance framework capable of meeting stringent international regulatory standards with total transparency.

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Accounting

U.S. Imposes New 50% Tariffs on Canadian Imports Under Rare Legal Provision

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U.S. Imposes New 50% Tariffs on Canadian Imports Under Rare Legal Provision

WASHINGTON — In a major escalation of cross-border trade friction, U.S. President Donald Trump has signed executive orders imposing new 50% tariffs on a wide selection of Canadian exports, citing discriminatory practices by Ottawa targeting American auto, dairy, and beverage industries.

The new duties, announced Monday, will take effect in 30 days. They target a broad spectrum of consumer and industrial goods—ranging from wine, liquor, and milk products to commercial cement, furniture, clothing, and hockey equipment.

Untested Legal Mechanism

To enact the sweeping measures, the administration invoked Section 338 of the Tariff Act of 1930—a rarely used legal provision allowing the executive branch to levy additional tariffs of up to 50% on foreign nations deemed to discriminate against U.S. commerce.

White House officials noted that Section 338 addresses trade discrimination rather than national security or economic emergencies. The move comes months after prior global emergency tariffs faced legal challenges in domestic courts, signaling Washington’s pivot toward alternate statutory authorities to maintain import duties.

Senior administration officials briefed reporters that the measure directly responds to Canadian provincial bans on U.S. alcohol, restrictions on American vehicle exports, and import quota disparities affecting U.S. dairy and cheese producers relative to third-party trading partners.

“While the administration continues to secure reciprocal trade agreements globally, Canada retaliated against efforts to protect domestic industry,” U.S. Trade Representative Jamieson Greer stated.

USMCA Impact and Carve-Outs

Significantly, the newly ordered 50% duties will apply to designated items even if they otherwise comply with the United States-Mexico-Canada Agreement (USMCA).

However, the administration confirmed key targeted exemptions:

  • Energy products (including oil and natural gas)
  • Potash and critical minerals
  • Fish and seafood
  • Goods already governed by sector-specific duties (such as existing steel and aluminum tariffs)

Administration representatives emphasized that the tariffs do not stem from recent disputes concerning drifting Canadian wildfire smoke, noting that policy options regarding environmental spillover remain under separate review.

Canadian Response and Market Reaction

Following the White House announcement, the Canadian dollar experienced a sharp decline against the U.S. dollar, falling approximately 0.4% during evening trading.

Canadian Prime Minister Mark Carney issued a statement emphasizing that Canada’s earlier counter-duties had merely matched previous U.S. trade actions. “Canada stands ready to engage intensively to address outstanding issues with the U.S. to the mutual benefit of our citizens,” Carney stated, pointing to detailed proposals Ottawa submitted to modernize the USMCA framework.

Ontario Premier Doug Ford took a firmer stance, urging a “dollar-for-dollar” reciprocal response if the measures go into effect on August 19.

With a 30-day implementation window before the duties officially lock in, industry associations and trade groups on both sides of the border are calling for urgent bilateral negotiations to avert further supply chain disruption across North America.

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Accounting

Automated Continuous Auditing: Transforming Compliance and Real-Time Financial Oversight

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Transforming Compliance and Real-Time Financial Oversight

The traditional accounting paradigm—defined by periodic monthly closures and post-hoc annual audits—is rapidly giving way to continuous, automated financial oversight. As of July 2026, forward-thinking accounting practices and multinational corporate finance departments are leveraging continuous auditing systems powered by advanced machine learning models. These systems monitor operational transactions in real time, shifting audit methodologies from sample-based post-analysis to absolute, 100% transaction-level verification.

The operational advantages of continuous auditing are transformative. Standard auditing procedures historically relied on statistical sampling, which, despite rigorous methodology, inherently left gaps where anomalies or fraudulent transactions could go undetected for months. Modern continuous auditing platforms integrate directly with enterprise resource planning (ERP) databases, instantly cross-referencing purchase orders, invoices, bank feeds, and tax records. Any deviation from established control parameters or unusual transaction behavior triggers immediate flags for internal audit teams, dramatically reducing detection lag from quarters to seconds.

Beyond fraud prevention, continuous auditing fundamentally alters internal reporting and decision-making. Executive leadership no longer has to wait weeks after the close of a quarter to evaluate precise financial standing; real-time verified ledger data provides an uninterrupted view of operating margins, tax liabilities, and cash flow dynamics. This real-time visibility enables corporate controllers to adjust capital allocation strategies dynamically, mitigating liquidity constraints and capitalizing on emerging commercial opportunities far more efficiently than competitors bound to legacy reporting cycles.

However, implementing continuous auditing requires accounting professionals to acquire new analytical capabilities. The role of the auditor is evolving from manual data reconciliation toward system validation, algorithmic model governance, and strategic risk interpretation. Accounting firms and corporate finance departments must invest in continuous technical education, ensuring that audit staff possess the data engineering skills necessary to design, maintain, and evaluate complex automated compliance systems.

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