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Lovesac to pay SEC $1.5M over scheme that buried expenses

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Sectional sofamaker Lovesac Co. agreed to pay $1.5 million to settle Securities and Exchange Commission allegations that two former executives devised a fraudulent accounting scheme to meet a key Wall Street metric.

The executives hid $2.2 million of shipping expenses after it was discovered the costs had been incorrectly recorded, the agency said in a statement on Tuesday.

The move let the company avoid the expense and public attention of restating prior financial results, and it helped the company hit its gross margin projections, the regulator wrote in settlement documents filed in federal court in Connecticut.

That “led to materially misleading financial statements,” the agency said. The pair, both certified public accountants, also withheld information from the company’s outside auditor, it said.

The company, which didn’t admit or deny the allegations, didn’t immediately respond to a request for comment.

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Gatekeeper of the accounting industry: Why the 150-hour CPA requirement must evolve

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Becoming a Certified Public Accountant is no small feat. The CPA exam is one of the most demanding professional exams in the U.S., with a notoriously low passing rate. Adding to the challenge is the 150-hour education requirement, equivalent to a five-year degree program. When it was introduced in 1983, the additional education made sense. Interest in accounting was booming, and the educational requirement ensured that only the most qualified were entering the field. But does this requirement still hold up today?

A system rooted in the past

This decades-old rule was first introduced in Florida to raise the standards and credibility of the profession, and the other 49 states followed suit over time. Today, the extra year of education — with its significant time commitment and cost — is turning potential CPAs away, especially when they can pursue alternative careers with just a four-year degree. The Bureau of Labor Statistics projects that we’ll need around 126,500 new accountants and auditors every year for the next decade to keep pace with the growing number of businesses and maintain the economy’s health, but the U.S. currently produces about 65,305 accounting graduates annually. 

Additionally, researchers from MIT Sloan found that adding a fifth year of education has yet to improve the quality of CPAs. The accounting profession shares a similar sentiment. In fact, according to Intuit QuickBooks’ 2024 Accountant Tech survey, nearly all (98%) accountants agree that alternative pathways to CPA licensure can prepare upcoming accountants as effectively as or more effectively than the traditional 150-hour pathway. Instead, the 150-hour requirement has led to a significant 26% drop in minority entrants into the profession. In essence, we’re just making it harder for talented people to enter the field, which doesn’t promote diversity or benefit the industry.

As fresh talent struggles to break into the industry, seasoned CPA-certified accountants are exiting just as noticeably. According to the International Federation of Accountants, over 300,000 U.S. accountants and auditors left their jobs between 2020 and 2022, leading to a 17% decline in registered CPAs. As college enrollment in accounting programs declines and firms continue to face severe staffing shortages, what once raised the bar in the industry has become a stumbling block. 

Rethinking the CPA path

It’s time to reevaluate the 150-hour rule and consider whether an additional year of education is necessary to become a CPA. Instead, the industry should consider substituting practical work experience. This approach could combine four years of college education with two years of relevant, hands-on accounting experience. Another consideration: allow anyone with a bachelor’s degree to take the CPA exam, regardless of their field of study. If they can pass one of the most challenging professional exams in the country, their major should not be a barrier to entry. 

To further streamline the profession and adapt to modern work practices, we should advocate for automatic mobility of CPA licenses across all states. Just as a driver’s license issued in one state allows you to drive anywhere in the country, a CPA license should grant the ability to practice in any state without additional hurdles.

These alternatives could open the door to a broader range of candidates, including those who cannot afford five years of college or come from different educational backgrounds.

Adapting to modern times

Finally, we must embrace innovation and advancements in technology. As education evolves, so should our approach to CPA licensing. For example, we have coding bootcamps that turn people into software developers in months, so why not have the same for accounting? These fast-track programs could provide focused, practical training and allow people to enter the accounting profession more quickly and conveniently without sacrificing the necessary skills and curriculum needed for success. 

We’re already seeing similar programs in action, like Intuit Quickbooks’ ProAdvisor program, which offers beginner to advanced training programs that help individuals earn Continuing Professional Education credits. By adopting and expanding a similar training model for CPA certification, we can uphold high standards and make the path to becoming a CPA more accessible and adaptable for those interested in the profession.

While the creation of the 150-hour CPA requirement was well-intentioned, the needs of the accounting industry have evolved. With so many businesses relying on CPAs to manage their finances, it’s time to rethink this requirement to attract and retain the talent needed to drive the economy forward.

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FinCEN extends beneficial ownership information reporting deadline for Corporate Transparency Act

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The Treasury Department’s Financial Crimes Enforcement Network has extended the deadline for beneficial ownership information reporting after an injunction was lifted by a federal appeals court.

On Monday, the U.S. Court of Appeals for the Fifth Circuit granted a stay of a preliminary injunction by a federal district court in Texas that had temporarily paused a requirement for filing BOI reports with FinCEN under the Corporate Transparency Act of 2019 in the case of Texas Top Cop Shop, Inc. v. Garland earlier this month. That means most companies are once again subject to the requirement for reporting their true owners to FinCEN, except for members of the National Small Business Association, which had won an earlier lawsuit over the requirement. The law aims to deter criminals from using shell companies for illicit purposes such as money laundering and terrorism financing.

However, after all the legal back and forth, the Treasury Department announced an extension of time for businesses to file to meet the reporting deadline.Reporting companies that were created or registered prior to Jan. 1, 2024 have until Jan. 13, 2025 to file their initial beneficial ownership information reports with FinCEN. (These companies would otherwise have been required to report by Jan. 1, 2025.)

Reporting companies created or registered in the U.S. on or after Sept. 4, 2024 that had a filing deadline between Dec. 3, 2024 and Dec. 23, 2024 have until Jan. 13, 2025 to file their initial beneficial ownership information reports with FinCEN.

Reporting companies created or registered in the U.S. on or after Dec. 3, 2024 and on or before Dec. 23, 2024 have an additional 21 days from their original filing deadline to file their initial beneficial ownership information reports with FinCEN.

Reporting companies that qualify for disaster relief may have extended deadlines that fall beyond Jan. 13, 2025. These companies should abide by whichever deadline falls later.

Reporting companies that are created or registered in the U.S. on or after Jan. 1, 2025 have 30 days to file their initial beneficial ownership information reports with FinCEN after receiving actual or public notice that their creation or registration is effective.

However, there’s an exception for members of the National Small Business Association, FinCEN noted: “As indicated in the alert titled “Notice Regarding National Small Business United v. Yellen, No. 5:22-cv-01448 (N.D. Ala.)“, Plaintiffs in National Small Business United v. Yellen, No. 5:22-cv-01448 (N.D. Ala.)—namely, Isaac Winkles, reporting companies for which Isaac Winkles is the beneficial owner or applicant, the National Small Business Association, and members of the National Small Business Association (as of March 1, 2024)—are not currently required to report their beneficial ownership information to FinCEN at this time.”

FinCEN also provided some background on the lawsuit, pointing out that Tuesday, Dec. 3, 2024, in the case of Texas Top Cop Shop, Inc., et al. v. Garland, et al., No. 4:24-cv-00478 (E.D. Tex.), the U.S. District Court for the Eastern District of Texas, Sherman Division, issued an order granting a nationwide preliminary injunction. On Dec. 23, 2024, the U.S. Court of Appeals for the Fifth Circuit granted a stay of the district court’s preliminary injunction enjoining the Corporate Transparency Act entered in the case of Texas Top Cop Shop, Inc. v. Garland, pending the outcome of the Department of the Treasury’s ongoing appeal of the district court’s order. It pointed out that the Texas Top Cop Shop case is only one of several cases that have challenged the CTA pending before courts around the country. Several district courts have denied requests to enjoin the CTA, ruling in favor of the Treasury Department. 

“The government continues to believe—consistent with the conclusions of the U.S. District Courts for the Eastern District of Virginia and the District of Oregon—that the CTA is constitutional,” said FinCEN. “For that reason, the Department of Justice, on behalf of the Department of the Treasury, filed a Notice of Appeal on December 5, 2024 and separately sought a stay of the injunction pending that appeal with the district court and the U.S. Court of Appeals for the Fifth Circuit.”

However, that may change next year when the Trump administration takes office given the deregulation promised on the campaign trail. The American Institute of CPAs has advocated for extending the reporting deadline. A provision for delaying the deadline had been included in one of the continuing resolutions to keep the government open, but the version that ultimately passed in Congress over the weekend omitted it.

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The corporate AMT: ‘Its own little tax system’

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There may be a surprise in store for some partnerships whose investors include an “applicable corporation” — particularly smaller ones.

Regulations for the corporate alternative minimum tax, proposed in September 2024, can affect a broad swath of partnerships, including smaller “mom and pop” partnerships. Under the proposed regulations from the Treasury Department, where an applicable corporation is invested in a partnership, the lower-tier partnership has the obligation to help the applicable corporation up the chain meet its actual CAMT filing requirements. 

“The CAMT, at the end of the day, is intended to target a few thousand corporations who will actually be CAMT taxpayers,” said Cameron Johnson, partnerships leader with the Washington tax council practice of Top 10 Firm Baker Tilly. “These corporations are invested in joint ventures and partnerships, which could range from very large partnerships to your mom and pops of the world down the chain. They have to provide a lot of information up the chain to the ultimate taxpaying corporation. Then that corporation can just determine its distributive share of the lower-tier partnerships’ adjusted financial statement income.”

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Although the CAMT is intended for a limited number of targets, there are probably hundreds of thousands of partnerships out there that will have to comply with providing all of the information, according to Johnson. 

“It’s extremely detailed, complex information,” he said. “Where these partnerships historically have maintained two sets of books to comply with their federal tax filing requirements, they are now going to have to maintain effectively a third set of books for CAMT purposes. They have to dig into financial statement information and make a whole series of adjustments at the partnership level that touch on all areas of tax, ranging from international issues, cost recovery, credits and incentives — all these different adjustments that have to be made and analyzed to flow up to these corporations so that the corporation can calculate and pay whatever CAMT liability they may have.”

Johnson predicts that many partnerships will see the word “CAMT” and believe it’s not applicable to them. “But the unfortunate fact of the matter is that it is applicable, and that these partnerships will get requests from these upper-tier corporations to provide that information that ultimately has to make its way up the chain.”

“This is what we’ve been digging through to bring our local offices and our clients up to speed. These proposed regulations are the gift that keeps on giving all year round,” he said. “Every time we get into them we find more and more, and what we thought was just a few pages of data keeps ballooning. CAMT itself is really its own little tax system that incorporates topics from everywhere in  the Tax Code. It takes a lot of work to get all of those to play nice with each other.”

The Treasury Department had a choice to make between a top-down and bottom-up approach to determine a partner’s distributive share. It chose the bottom-up approach, which places the onus on the partnerships at the bottom of the chain. The regs themselves are more than 600 pages, and took more than two years to develop.

Although the huge partnerships of the world will have little trouble understanding and complying with the regs, Johnson believes the administrative burden will be extremely troubling for the small partnerships to deal with.  

“As of now, the proposed regulations are in the comment stage,” he said. It would make sense for some kind of small taxpayer safe harbor or something along those lines to be considered, but as it stands now there is no real differentiation between the smallest of the small partnerships down the chain versus the massive partnerships. The huge partnerships are more equipped to deal with these types of scenarios, but even at their level it’s still a big ask to maintain all of this new data and to analyze it and run it up the chain.”

The statutory scheme is a novel concept in that the starting point is the financial statement, rather than taxable income, he observed.

“As a whole, the statutory scheme is a little vague, and it leaves a lot to Treasury to fill in the details, and that’s what the proposed regulations have done. They gave a bit of a blank slate to Treasury to fill in the gaps, which they pushed down from huge, sophisticated corporations into the presumably smaller partnerships down the chain. So it really puts a lot of the burden down the chain rather than on the corporation itself in complying with the proposed regulations.”

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