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No AI disclosure rules doesn’t mean no AI disclosures at all

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Though the Securities and Exchange Commission has yet to issue regulations specific to AI, this doesn’t mean companies are off the hook when it comes to disclosures, as the technology’s use can easily be slotted into other, already existing requirements. 

Speaking today at a virtual conference hosted by Financial Executives International, Scott Lesmes, partner in charge of public company advisory and governance with law firm Morrison Foerster, noted that there are many risks that come with AI including false or misleading information, data breaches, cyberattacks, intellectual property risk and much more. He said people need to be taking these risks seriously.

“These mistakes are in the real world and have had significant consequences,” he said. 

He pointed to a case where a chatbot advised small business owners that it was legal to fire people for complaining about sexual harassment, which is absolutely is no. He also referred to another case where a real estate company was forced to take a $300 million writeoff for relying on a faulty AI algorithm for property pricing decisions, and another where an AI model used by hospitals to determine which patients are high risk and need extra care was found to be biased against Black people, as it was far less likely to identify them. 

Incidents like this underscore the need for robust AI governance. He noted that there has been a rise in companies forming cross-disciplinary AI governance committees encompassing finance, legal, product, cybersecurity, compliance and in some cases HR and marketing; failing that, he has also seen companies add AI oversight on the duties of existing committees. While some companies have established dedicated AI departments, more commonly they have been giving AI oversight duties to the Chief Information Security Officer or other relevant c-suite position. 

He also noted that there has been a dramatic increase in board supervision of AI, saying that in the most recent 10-K season there was a lot of clients who added “Oversight of AI” in terms of what the board was responsible for; while it was a small percentage, he was certain it was going to increase over time. He has also found that many boards either designate a single AI expert who handles such matters or place the responsibility on either already-existing technology committees or (more commonly) audit committees. 

“There is certainly a tension, audit committees already have such a full plate, so adding another responsibility, especially with such a broad mandate, can be a little unsettling but that is where many companies are putting this, if they handle it on the board level. Audit committee does make some sense, because it is very focused on internal controls as well as compliance,” he said. 

Boards generally need to consider the legal and regulatory factors that may impact operations, and just like how many have management frameworks for oversight, so too should there be AI frameworks for how the board fulfills these responsibilities. In executing these duties, boards needs to understand the critical AI uses and risks in the company, how they integrate with business processes, what is the nature of the AI system, how does the company mitigate risk, how oversight responsibility is divided between board and management, as well as any material AI incidents. 

“The board does not need to know about every AI incident altogether, there needs to be a level of understanding of what’s important enough to share and what’s not. The board should understand the material incidents, how the company responded and the material impact,” he said. 

SEC Disclosures

Ryan Adams, another Morrison Foerster partner in the same practice area, noted that even though regulators like the Securities and Exchange Commission have yet to issue specific rules or guidance around AI, they have stressed the importance of complying with existing obligations, which may or may include disclosures regarding the company’s use of AI and its impact, particularly where it concerns business operations. Already companies need to report material risks and changes in their filings, and as AI further embeds itself into the global economy, it will almost certainly be a factor. 

Further, companies should not be making false claims or misleading potential investors in general, and this applies to AI as well. He noted that the government has been especially interested in “AI washing,” that is exaggerating, or making false claims about the company’s AI capabilities or use. He pointed to one example where the SEC brought charges against the CEO and founder of a startup who said they had a proprietary AI system that could help clients find job candidates from diverse backgrounds, but this AI did not in fact exist. He pointed out that this didn’t even involve a public company, just a private one that was trying to raise investment capital. 

“So it makes clear that the SEC will scrutinize all AI-related claims made by any company, public or private, trying to get investors to raise capital,” he said. 

He added that AI washing can be thought of very similarly to inflating financial results or just making up the numbers entirely. Also, just as an entity should not overstate the capacities of their AI systems, the same has already applied for automation technology in general. Regulators want clear and candid disclosures about how a company uses AI and how it presents material risks. In this regard, he also warned against generic or boilerplate disclosures regarding AI. 

“Regardless of the type of company you are, you have to take this seriously. Anyone touting the benefits of AI with customers or the public needs to make sure what they say is truthful and accurate and can be substantiated, or risk potential legal consequences,” he said. 

It is important to keep materiality in mind. Neither investors nor regulators want to read a list of every conceivable AI-related risk a company faces when only one or two are relevant. He conceded that this might require slightly different thinking, as accountants tend to lean on quantitative factors to assess materiality, but AI can also carry qualitatively material factors as well. There is the risk that AI could inadvertently breach confidentiality agreements through sensitive information in the training data, it could completely disrupt traditional business functions if used properly or completely disrupt new ones if used improperly, there is the risk of being unable to find the experts needed to properly monitor an AI system, there could be third party fees for things like data storage or increased energy use, AI can disrupt competitive dynamics in the market, there could be ethical risk like the aforementioned racist algorithm, and legal or regulatory risks. 

“You could go on forever with these AI risks…  Just because you use AI and a risk is potential does not necessarily mean disclosure is appropriate. You need to spend time thinking about whether AI-related risks are appropriate to disclose and if they are they should be narrowly tailored to describe the material risk,” he said. 

When assessing materiality, he said to go with the same standard accountants have been using for ages: is there a substantial likelihood a reasonable investor would consider this information important to determine whether to buy, sell or hold a security. Where AI introduces a slight wrinkle is that, given the pace of change in the field, it is important for companies to review and reevaluate their risk factors every quarter. 

But risks are not the only thing one should disclose. Adams noted that companies should also consider AI impacts when drafting management discussion and analysis or the executive overview, painting out major developments or initiatives or milestones related to the technology. AI could also come up in discussions of capital expenditures, if the entity made big AI investments that are material and known to the business, that needs to be disclosed. Another area AI plays into is cybersecurity disclosures, which already has a number of SEC requirements around it. The two topics, he said, often go hand in hand, so if AI interacts with cybersecurity in any way it might be worth disclosing. 

Overall, Adams recommended companies fully and accurately disclose their AI use; avoid overly vague or generic language given AI’s wide variations; avoid exaggerated claims around what your AI is capable of doing, taking care especially not to discuss capacities in terms of hypotheticals; be specific about the nature and extent of how the entity is using AI and the role AI plays in business operations; have a good understanding of vendors and other third parties who use AI, as their risks could ripple outwards; establish, or at least begin to establish, an AI governance framework; train the staff in AI so they can understand what it can and cannot do; actively monitor company AI usage; regularly update stakeholders on changes, progress and improvements in company AI use; and have either the legal department or outside counsel review any public statements or marketing materials mentioning AI. 

While the current administration has emphasized a less regulated approach to AI, Adams noted that the SEC is still active in its dialogues with the business community around potential regulation, mentioning a recent meeting with the investment advisor community as well as a strategy roundtable with the financial services community. 

“The big takeaway here is that both the SEC and industry are saying ‘we want to have active and ongoing communications as this develops’ … any regulations we do see, if any, in the future [will be] informed by what is actually happening in the marketplace,” he said.

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Accounting

IRS offers penalty relief for micro-captive transactions

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The Internal Revenue Service issued a notice Friday giving some breathing room to participants and advisors involved with micro-captive insurance companies.

In January, the IRS issued final regulations designating micro-captive transactions as “listed transactions” and “transactions of interest,” akin to tax shelters. The IRS had proposed the regulations in 2023 but needed to be careful to comply with the Administrative Procedure Act to allow for a comment period and hearing after a 2021 ruling by the Supreme Court in favor of a micro-captive company called CIC Services because the IRS hadn’t followed those procedures back in 2016 when designating micro-captives as transactions of interest. However, the micro-captive insurance industry has asked for more time to comply with the new reporting and disclosure requirements, and one group known as the 831(b) Institute announced earlier this week it had sent a letter to the IRS’s acting commissioner requesting an extension.

On Friday, the IRS issued Notice 2025-24, which provides relief from penalties under Section 6707A(a) and 6707(a) of the Tax Code for participants in and material advisors to micro-captive reportable transactions for disclosure statements required to be filed with the Office of Tax Shelter Analysis. However, the relief applies only if the required disclosure statements are filed with that office by July 31, 2025. 

In the notice, the IRS acknowledged that stakeholders had raised concerns regarding the ability of micro-captive reportable transaction participants to comply in a timely way with their initial filing obligations with respect to “Later Identified Micro-captive Listed Transactions” and “Later Identified Microcaptive Transactions of Interest.”

In light of the potential challenges associated with preparing disclosure statements during tax season and in the interest of sound tax administration, the IRS said it would waive the penalties under Section 6707A(a) with respect to Later Identified Micro-captive Listed Transaction and Later Identified Microcaptive Transaction of Interest disclosure statements completed in accordance with Section 1.6011-4(d) and the instructions for Form 8886, Reportable Transaction Disclosure Statement, if the participant files the required disclosure statement with OTSA by July 31, 2025.   

The relief is limited to Later Identified Micro-captive Listed Transactions and Later Identified Micro-captive Transactions of Interest. However, the notice does not provide relief from penalties under Section 6707A(a) for participants required to file a copy of their disclosure statements with OTSA at the same time the participant first files a disclosure statement by attaching it to the participant’s tax return.  

Taxpayers who are concerned about meeting the due date for these disclosure statements can ask for an extension of the due date for their tax return to obtain additional time to file such disclosure statements. The disclosures required from participants in micro-captive listed transactions and transactions of interest on or after July 31, 2025, remain due as otherwise set forth in the regulations. 

There’s also a waiver for the material advisor penalty for similar reasons. “In light of potential challenges associated with preparing disclosure statements during tax return filing season and in the interest of sound tax administration, the IRS will waive penalties under section 6707(a) with 5 respect to Later Identified Micro-captive Listed Transaction and Later Identified Microcaptive Transaction of Interest disclosure statements completed in accordance with § 301.6111-3(d) and the instructions to Form 8918, Material Advisor Disclosure Statement, if the material advisor files the required disclosure statement with OTSA by July 31, 2025,” said the notice. “Disclosures required from material advisors with respect to Micro-captive Listed Transactions and Micro-captive Transactions of Interest on or after July 31, 2025, remain due as otherwise set forth in § 301.6111-3(e).  This notice does not modify any list maintenance and furnishment obligations of material advisors as set forth in section 6112 and § 301.6112-1. “

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Accounting

Transforming accounting firms through connected leadership

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In my work with accounting firms, I’ve lost count of how many times I’ve heard partners say some version of: “We’re paying top dollar. Why are people still leaving?” One conversation particularly sticks with me — a managing partner genuinely baffled by rising turnover despite offering excellent compensation packages.

What I often discover isn’t surprising: Many firms have mastered technical excellence and client service while leadership runs on autopilot. They focus almost exclusively on metrics and deadlines, forgetting the human element. No wonder talented professionals walk out the door seeking workplaces where they’re valued for more than just their billable hours.

We’re facing a significant talent challenge in our profession. From 2020 through 2022, approximately 300,000 U.S. accountants and auditors have left their jobs — a dramatic shift that should concern all of us. While retiring baby boomers account for some of this exodus, we also see professionals in their prime years leaving the profession.

(Read more:Connected Leaders: Cultivating deeper bonds for team success“)

The timing couldn’t be worse. The Bureau of Labor Statistics projects about 136,400 accounting and auditing job openings annually through 2031, creating a significant gap between talent supply and demand. This challenge requires more than recruitment tactics or compensation increases — it demands a fundamental shift in how we lead.

The disconnection crisis

Traditional accounting leadership has often prioritized technical excellence and client service at the expense of human connection. We’ve built cultures where being constantly available somehow equals commitment, boundaries are treated as limitations rather than assets, and professional development means technical improvement instead of leadership growth.

Technology has both connected and disconnected us. I’ve worked with firms where team members haven’t had a meaningful conversation with their managers in months despite being on Zoom calls together every day. This disconnect leads to declining engagement and stalled innovation, and makes retaining talented professionals increasingly difficult.

Connected leadership isn’t complicated — it’s about creating real relationships through intentional practices that build trust. It’s the opposite of the “manage by spreadsheet” approach that’s all too common in our profession.

I love thinking about connected leadership like conducting an orchestra. Great conductors don’t just keep time — they understand what makes each musician unique, create space for individual expression within the group, and know when certain sections should shine while others provide support. Most importantly, they get that beautiful music comes from relationships, not just technical precision.

This approach sits at the heart of what I teach through The B³ Method — Business + Balance = Bliss. When leaders create environments where team members feel genuinely seen and valued, magic happens — both in personal fulfillment and on the bottom line.

orchestra conductor

Alenavlad – stock.adobe.com

The business case for connection

Before dismissing this as too “soft” for our numbers-driven profession, consider the data. According to Gallup’s 2024 State of the Global Workplace report, low employee engagement costs the global economy $8.9 trillion annually — an extraordinary sum that affects businesses of all sizes.

Organizations with high engagement see 21% higher profitability and significantly lower turnover. What accounting leaders really need to understand is that managers account for 70% of the variance in team engagement. When managers themselves are engaged, employees are twice as likely to be engaged too. These positive shifts translate to better retention, stronger client relationships and improved profitability.

Beyond retention, connected leadership directly impacts client relationships and innovation. When team members feel psychologically safe, they’re more likely to raise concerns, suggest improvements, and deliver exceptional client service.

Becoming a connected leader

You don’t need to overhaul your entire firm to start seeing results. Try these practical approaches:

  1. Take a beat. Before jumping into solutions or directives, pause to really listen. Some of my most successful clients start meetings with “connection before content” — spending just a few minutes establishing human connection before diving into the agenda. I recently had an attendee of my Connected Leadership workshop tell me: “Taking just two minutes to meditate can remarkably reset the nervous system, providing a quick and effective way to find calm and focus during a busy workday.”
  2. Create boundary rituals. Work-life harmony isn’t about perfect balance — it’s about intentional integration. Help your team establish clear boundaries that actually enhance client service, like “no-meeting Fridays” or dedicated deep work blocks. One partner told me their key takeaway was “to take care of myself to be better in all aspects of life!”
  3. Measure what matters. Beyond billable hours and realization rates, assess team connections through regular check-ins focused on engagement and belonging. Another workshop participant noted that, as a leader, they must take “100% responsibility for my own actions and outcomes.” What gets measured gets managed — so measure the human element, too.
  4. Get comfortable with vulnerability. Share appropriate challenges and lessons learned, showing that vulnerability is a strength. Poignant feedback from my last workshop stated: “For the managing partners and leaders of the organization to put out there for us their vulnerabilities, past struggles, and pain is a testament to their humanity and endurance, and that is a powerful takeaway.”

The future of accounting leadership

Implementing connected leadership will likely face resistance, particularly in traditional accounting environments. This approach can initially be misperceived as “soft” or less important than technical skills. However, the firms that successfully navigate this transition recognize that connected leadership isn’t separate from business success — it’s foundational to it.

When faced with resistance, start small with measurable experiments. Document outcomes, adjust approaches and gradually expand successful practices. Focus on the business case rather than just the human case, though both are equally important.

As our profession navigates unprecedented talent challenges, we need to evolve how we lead. The firms that will thrive won’t just be those with the best technical expertise — they’ll be the ones where leaders prioritize connection alongside excellence.

I challenge you: Are you leading in a way that creates meaningful relationships, or are you perpetuating a culture where people feel like just another billable resource? Your answer might determine whether your firm struggles to keep talent or becomes a magnet for professionals seeking both success and fulfillment.

In an orchestra, the most powerful moments often come not from individual instruments playing louder, but from all sections playing in harmony. The same is true for our teams.

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Accounting

Ohio welcomes out-of-state CPAs after new law

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Ohio’s new law providing an alternative path to a CPA license has taken effect after 90 days and the Ohio Society of CPAs is pointing out another provision of the law, enabling out-of-state CPAs to practice in the Buckeye State.

Ohio Governor Mike DeWine signed House Bill 238 in January, enabling qualified CPAs from other states to work in Ohio, The OSCPA noted that other states are working to adopt similar language to Ohio. 

“Automatic interstate mobility essentially works like a driver’s license,” said OSCPA president and CEO Laura Hay in a statement Thursday. “You can drive through our state without an Ohio license, but you still must follow our laws and if you don’t, you’re penalized. The same applies here – a licensed CPA in good standing can now practice here but must adhere to our strict professional standards.”

Four other states — Alabama, Nebraska, North Carolina and Nevada — currently function under this model. That means a CPA with a certificate in good standing issued by any other state is recognized and allowed practice privileges in those four states as well as Ohio. A number of states like Ohio are also taking steps to provide alternative pathways to CPA licensure aside from the traditional 150 credit hours. In addition, approximately half of all jurisdictions have indicated they are shifting to automatic mobility to ensure that CPAs from all states will have practice privileges and be under the jurisdiction of the state’s board of accountancy.  

“The realities of globalization and virtualization place greater importance on the individual’s qualifications, rather than their place of licensure,” Hay stated. “And the more states we have that accept this model, the more successful we will all be in addressing the national CPA shortage.”

State CPA societies as well as the American Institute of CPAs and the National Association of State Boards of Accountancy have been working on ways to make the CPA license more accessible to expand the pipeline of young accountants coming into the profession and relieve the shortage. 

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