Accounting
Key OBBBA tax rule changes for private equity transactions
Published
8 months agoon

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.
You may like
Accounting
Are you ready for it? 4 steps to successfully integrate AI into your operations
Published
1 month agoon
May 7, 2026

Over the last few years, AI has gone from being a novelty to a mission-critical business strategy for many accountants. Innovative, forward-thinking firms are using these tools to streamline manual tasks, ensure compliance and provide the best possible service to their clients. According to the 2025 Intuit QuickBooks
Processing Content
However, AI adoption is at varying levels across the industry. While nearly every firm has begun experimenting with basic AI tools, many remain in a sandbox phase, hesitant to move toward full-scale integration due to perceived complexity or costs.No matter where you may fall on the integration spectrum, the fact remains: AI is rapidly reshaping the accounting industry. If you’ve delayed AI adoption in your business, you’ll want to create a focused plan to catch up.
Time is of the essence, but don’t sacrifice strategy for speed
Firms that are ready to take the leap from casual use to deep integration may find themselves in need of accelerated adoption, but speed should not come at the cost of strategy. Identify tangible, practical ways that easy-to-use tools can impact your business through automation. Having a strong strategic focus allows firms to implement workflow changes to streamline manual tasks, ensure compliance and provide excellent service to your clients.
To begin your AI journey, here is a four-step plan that firms can use to transition from experimentation to execution, in a safe, practical manner:
Step 1: Kick off your first AI project
As is the case with many things, getting started is often the most challenging step. While enthusiasm is high, uncertainty with implementation risks can cause hesitation. The key is to lower risk by embracing AI and implementing an intentional, phased approach. Begin by weaving AI tools into high-impact, low-risk tasks, such as summarizing meeting notes, drafting client or firm-wide memos, or translating complex concepts into easy-to-understand ideas. Monitor results carefully and, if these initial attempts need adjustment, be prepared to pivot to the next use case until you can clearly demonstrate that AI systems are delivering a measurable impact on your operations. From there, you can learn from early experiences, adapt strategy, and scale appropriately to complete more complex projects.
Step 2: Dig into your AI toolkit
The marketplace is crowded with AI-powered tools that promise to do everything from enhancing your workflows to improving the customer experience. It can be hard to know which ones are worth investing your time and money. Find a trusted source like a respected peer, or leverage your professional network to help discuss the tools that may be the best fit for achieving your business goals. You can also look within the tools you’re already using to see if they offer AI-powered features, which can help ease into the transition. Additionally, look for free high-quality education to upskill your team. For example, Anthropic offers a Claude AI University that provides excellent foundational resources for moving beyond basic prompts.
Step 3: Review an AI security checklist
An important element in AI implementation is security. With AI tools needing access to firm and client data to function, it leads to questions of how the data will be protected. This makes the right AI and cybersecurity strategy critical. Firms must proactively ensure that client data remains protected from today’s increasingly sophisticated threats by embracing an established cybersecurity framework such as
Step 4: Openly discuss AI usage with your clients
Once you’ve established the best way to use AI tools that meet your firm’s needs, you’ll want to communicate all of the advantages afforded by these tools to your clients. Make sure you highlight the benefits and simultaneously ensure you are addressing any potential concerns. It’s also important to get explicit consent from all clients if you’re sharing their information with the third-party tools you may use. While this might seem like an extra step, it will go a long way toward fostering a greater level of transparency and deepen trust between you and your clients.
Don’t get left behind
Adopting AI does not have to be intimidating, expensive or overly complex. Think of it as a strategic business move that will not only keep you competitive, but will potentially free you up to focus on keeping clients happy and growing your practice. By strategically focusing on these best practices, identifying AI use cases in a phased approach, evaluating the right tools for your business, ensuring client information is secure and clearly communicating your AI strategy, you’ll be AI-ready in no time.

The Financial Accounting Standards Board met this week to discuss its projects on accounting for transfers of cryptocurrency assets and enhancing the disclosures around certain digital assets, such as stablecoins.
Processing Content
During Wednesday’s meeting, FASB’s board made certain tentative decisions, according to a
At a future meeting, the board plans to consider clarifying the derecognition guidance for crypto transfer arrangements to assess whether the control of a crypto asset has been transferred.
FASB also began deliberations on the
The board decided to provide illustrative examples in Topic 230, Statement of Cash Flows, to clarify whether certain digital assets such as stablecoins can meet the definition of cash equivalents. It also decided to include the following concepts in the illustrative examples:
- Interpretive explanations that link to the current cash equivalents definition;
- The amount and composition of reserve assets; and,
- The nature of qualifying on-demand, contractual cash redemption rights directly with the issuer.
FASB plans to clarify that an entity should consider compliance with relevant laws and regulations when it’s creating a policy concerning which assets that satisfy the Master Glossary definition of the term “cash equivalents“ will be treated as cash equivalents.
“I agree with the staff suggestion to look at examples,” said FASB vice chair Hillary Salo. “From my perspective, I think that is going to help level the playing field. People have been making reasonable judgments. I agree with that. And I think that this is really going to help show those goalposts or guardrails of what types of stablecoins would be in the scope of cash equivalents, and which ones would not be in the scope of cash equivalents. I certainly appreciate that approach, and I think it has the least potential impact of unintended consequences, because I do agree with my fellow board members that we shouldn’t be changing the definition of cash equivalents, and it’s a high bar to get into the cash equivalent definition.”
“I’m definitely supportive of not changing the definition of cash equivalents,” said FASB chair Richard Jones. “I believe that’s settled GAAP in a way, and we’re not really seeing a call to change it for broader issues. I am supportive of the example-based approach. The challenge with examples, though, is everybody’s going to want their exact pattern, but that’s not what we’re doing.”
The examples will explain the rationale for how digital assets such as stablecoins do or do not qualify as cash equivalents and give a roadmap for other types of digital assets with varying fact patterns to be able to apply.
“We really don’t want to be as a board facing a situation where something was a cash equivalent and then no longer is at a later date,” said Jones. “That’s not good for anyone, so keeping it as a high bar with certain rigid criteria, I think, is fine.”
Stablecoins are supposed to be pegged to fiat currencies such as U.S. dollars and thus provide more stability to investors. “In my view, while a stablecoin may meet the accounting definition established for cash equivalents, not every one of those stablecoins in the cash equivalent classification represents the same level of risk,” said FASB member Joyce Joseph.
She noted that the capital markets recognize the distinctions and have established a Stablecoin Stability Assessment Framework to evaluate a stablecoin’s ability to maintain its peg to a fiat currency. Such assessments look at the legal and regulatory framework associated with the stablecoin, and provide investors with information that could enable them to do forward-looking assessments about the stability of the stablecoin.
“However, for an investor to consider and utilize such information for a company analysis the financial statement disclosures would need to include information about the stablecoin itself,” Joseph added. “In outreach, the staff learned that investors supported classifying certain stablecoins as cash equivalents when transparent information is available about the entities at which the reserve assets are held. Therefore, in my view, taking all of this into consideration a relevant and informative company disclosure would include providing investors with the name of the stablecoin and the amount of the stablecoin that is classified as a cash equivalent, so investors can independently assess the liquidity risks more meaningfully and more comprehensively by utilizing broader information that is available in the capital markets and its emerging information.”
Such information could include the issuer, reserves, governance and management, she noted, so investors would get a more holistic look at the risks that holding the stablecoin would entail for a given company.
The board decided to require all entities to disclose the significant classes and related amounts of cash equivalents on an annual basis for each period that a statement of financial position is presented.
Entities should apply the amendments related to the classification of certain digital assets as cash equivalents on a modified prospective basis as of the beginning of the annual reporting period in the year of adoption.
FASB decided that entities should apply the amendments related to the disclosure of the significant classes and amounts of cash equivalents on a prospective basis as of the date of the most recent statement of financial position presented in the period of adoption.
The board will allow early adoption in both interim and annual reporting periods in which financial statements have not been issued or made available for issuance.
FASB also decided to permit entities to adopt the amendments to be illustrated in the examples related to the classification of certain digital assets as cash equivalents without the need to perform a preferability assessment as described in Topic 250, Accounting Changes and Error Corrections.
The board directed the staff to draft a proposed accounting standards update to be voted on by written ballot. The proposed update will have a 90-day comment period.
Accounting
Lawmakers propose tax and IRS bills as filing season ends
Published
2 months agoon
April 17, 2026

Senators introduced several pieces of tax-related legislation this week, including measures aimed at improving customer service at the Internal Revenue Service, cracking down on tax evasion and curbing the carried interest tax break, in addition to efforts in the House to repeal the Corporate Transparency Act.
Processing Content
Senators Bill Cassidy, R-Louisiana, and Mark Warner, D-Virginia, teamed up on introducing a bipartisan bill, the
The bill would establish a dashboard to inform taxpayers of backlogs and wait times; expand electronic access to information and refunds; expand callback technology and online accounts; and inform individuals facing economic hardship about collection alternatives.
“Taxpayers deserve a simple, stress-free experience when dealing with the IRS,” Cassidy said in a statement Wednesday. “This bill makes the process quicker and easier for taxpayers to get the information they need.”
He also mentioned the bill during a
“I’m happy to meet with the team … and do all I can to make it as good as you want it to be,” said Bisignano.
“My bill would equip the IRS with the legislative mandate to create an online dashboard so that taxpayers can monitor average call wait time and budget time accordingly,” said Cassidy. He noted that the bill would allow a callback for taxpayers that might need to wait longer than five minutes to speak to a representative, and establish a program to identify and support taxpayers struggling to make ends meet by providing information about alternative payment methods, such as installments, partial payments and offers in compromise.
“I know people are kind of desperate and don’t know where to turn for cash, so I think this could really ease anxiety,” he added. “This legislation is bipartisan and is likely to pass this Congress.”
Cassidy and Warner
“Taxpayers shouldn’t have to jump through hoops to get basic answers from the IRS — and in the last year, those challenges have only gotten worse,” Warner said in a statement. “I am glad to reintroduce this bipartisan legislation on Tax Day to ease some of this frustration by increasing clear communication and making IRS resources more readily available.”
Stop CHEATERS Act
Also on Tax Day, a group of Senate Democrats and an independent who usually caucuses with Democrats teamed up to introduce the Stop Corporations and High Earners from Avoiding Taxes and Enforce the Rules Strictly (Stop CHEATERS) Act.
Senate Finance Committee ranking member Ron Wyden, D-Oregon, joined with Senators Angus King, I-Maine, Elizabeth Warren, D-Massachusetts, Tim Kaine, D-Virginia, and Sheldon Whitehouse, D-Rhode Island. The bill would provide additional funding for the IRS to strengthen and expand tax collection services and systems and crack down on tax cheating by the wealthy.
“Wealthy tax cheats and scofflaw corporations are stealing billions and billions from the American people by refusing to pay what they legally owe, and far too many of them are getting a free pass because Republicans gutted the enforcement capacity of the IRS,” Wyden said in a statement. “A rich tax cheat who shelters mountains of cash among a web of shell companies and passthroughs is likelier to be struck by lightning than face an IRS audit, and Republicans want to keep it that way. This bill is about making sure the IRS has the resources it needs to go after wealthy tax cheats while improving customer service for the vast majority of American taxpayers who follow the law every year.”
Earlier this week. Wyden also
The Stop CHEATERS Act would provide the IRS with additional funding for tax enforcement focused upon high-income tax evasion, technology operations support, systems modernization, and taxpayer services like free tax-payer assistance.
“As Congress seeks ways to fund much-needed policy priorities and address our growing national debt, there is one common sense solution that should have unanimous bipartisan support: let’s enforce the tax laws already on the books,” said King in a statement. “Our legislation will make sure the IRS has the resources it needs to confront the gap between taxes owed and taxes paid – while ensuring that our tax enforcement professionals are focused on the high-income earners who account for the most tax evasion. This is a serious problem with an easy solution; let’s pass this legislation and make sure every American pays what they owe in taxes.”
Carried interest
Wyden, King and Whitehouse also teamed up on another bill Thursday to close the carried interest tax break for hedge fund managers that
Carried interest is a form of compensation received by a fund manager in exchange for investment management services, according to a
Under the bill, the
“Our tax code is rigged to favor ultra-wealthy investors who know how to game the system to dodge paying a fair share, and there is no better example of how it works in practice than the carried interest loophole,” Wyden said in a statement. “For several decades now we’ve had a tax system that rewards the accumulation of wealth by the rich while punishing middle-class wage earners, and the effect of that system has been the strangulation of prosperity and opportunity for everybody but the ultra-wealthy. There are a lot of problems to fix to restore fairness and common sense to our tax code, and closing the carried interest loophole is a great place to start.”
Repealing Corporate Transparency Act
The House Financial Services Committee is also planning to markup a bill next Tuesday that would fully repeal the Corporate Transparency Act, which has already been significantly
If enacted, the repeal would eliminate beneficial ownership reporting requirements, removing a transparency measure designed to help law enforcement and national security officials identify who is behind U.S. companies.
“This repeal would turn the United States back into one of the easiest places in the world to set up anonymous shell companies, something Congress worked for years to fix,” said Erica Hanichak, deputy director of the FACT Coalition, in a statement. “These entities are routinely used to facilitate corruption, financial crime, and abuse. Rolling back the CTA doesn’t just weaken transparency, it signals to bad actors around the world that the U.S. is once again open for illicit business.”
Gen X can’t retire on time as inflation outpaces wages, survey finds
Are you ready for it? 4 steps to successfully integrate AI into your operations
What that means for consumer loans
Armanino adds Strategic Accounting Outsourced Solutions
New 2023 K-1 instructions stir the CAMT pot for partnerships and corporations
