richard Breshears

Jennifer Mitchell tries not to say the words “tax season.” She is retraining herself and her staff of 11 at Washington State-based firm Account Sense to think of busy season differently, but she’s also designed it to be different.

Starting last year, Mitchell shifted her team to a scheduled model of working on tax returns over multiple months instead of handling them as clients submit them, to cut down on the usual congestion.

“Everybody is scheduled a month,” she shared. “We explain how extensions work and we plan throughout the year so there’s no surprises and our team has no overtime to work. And we don’t have ‘bore season,’ which is sometimes worse. This is our second year doing it. We didn’t lose hardly any clients to it. We thought some would be mad about being extended, but we scheduled everyone out.”

Clients, in fact, were given more personalized service under this model, Mitchell reports: “It used to be, anyone who was available would do taxes, but now we know when it’s coming in, and we assign a team. [Clients] work with the same two people throughout the year, every year, and they know what’s going on. It’s far more personalized and we can invest more into people, and getting their tax return out the door.”

As Account Sense enters its second season — Mitchell now refers to it as “filing” or “planning” season — under this model, the firm will also be adjusting its offering into mandated service bundles.

“Part two of the scheduled season is packages; bringing people on for planning,” she explained. “It’s really interesting: We never forced people [to select a service package], but we were here if you need us. Part of implementing it this year is they have to decide which package they want. There are varying levels of planning opportunities for a client — from a couple touch-bases a year to monthly meetings if you want to … . They don’t have the option to not meet with us for planning. It’s the newest piece we’re rolling out this year; it polishes off what we did last year. People have questions, but seem to love it. It’s what they’ve been wanting this whole time but didn’t know how to ask for it, or if we offered it.”

In both phases, Mitchell’s new model was born of trying to solve the problem of burnout.

“I would hire a young person and say, ‘Tax season is hard, you work long hours, but summer is kind of nice. Less hours and a lot of vacation time.’ They’d say that’s just fine. But year after year, literally, they would quit and say ‘This is too hard, I don’t want this for my family.’ After three years of this, I refocused. I can’t keep hiring and losing people. They love the business, love working for me, love the clients, but hated the hours. There’s got to be a solution for that.”

Already a consumer of many books, podcasts and social channels covering the profession, Mitchell picked up “nuggets of information” and brainstormed her new method for tax returns.

After last year’s inaugural season, “we didn’t lose anybody,” she said. “The staff is so grateful and it’s exciting. One gal I hired brand-new last season, she teases me that I promised her happiness. She said we came through on that; she’s thrilled to be here and has good work-life balance. We shared this with the state society CPA chapter and we already have people reaching out to me wanting to come work for me. It feels really rewarding.”

Something specialized

Mitchell describes a similar feeling with another intentional goal she set for Account Sense. In recent years, the firm has made a push to serve women-owned businesses, which now make up just under half of its new client list.

“Deep in my heart, I’m touched to see anything — products, services — with women owners,” Mitchell explained. “I never really acted on it, but I always felt it. Probably two years ago, when we were restructuring the firm, we were figuring out: Who do we really love to serve? And [we wanted to work] with those people to feel good every day about the work we do. Operations and management and I were brainstorming. We love working with women — not to be feminist or anti-men — but we brainstormed that we like building relationships and connections with clients, to explain things to them and help them. They motivate us as much as we motivate them. It felt so good and so right putting the marketing out there [targeting women-owned businesses]. We still have a lot of male business owners. But I have a special place in my heart for women.”

Of course, as a female business owner herself, and a member of local professional women’s group Powerful Connections, Mitchell offers this perspective in advising this burgeoning clientele.

These women-owned businesses span industries, she said, including everything from traditionally male-dominated fields like construction and engineering, to women who are building real estate empires or penetrating the growing niche of medical spas. With that latter industry, Mitchell has found more than one connective thread.

“Medspa and dermatology practice owners, much of the time, are women-owned,” she shared. “The industry is growing so quickly, and changing just like accounting. They don’t want burnout, so they are leaving hospitals and starting their own spas, which is better for work-life balance … . There are a lot of similarities for what I changed in my business when I was done with burnout and what they’re doing. My operations manager used to work as a practice manager in a derm practice, so she knows all the insights. My team, all our accounting and tax work, it’s a perfect specialty for us. We’re doing specialized marketing.”

Like Account Sense’s transition to a scheduled filing season, homing in on specific clients is a change from the firm’s mission when Mitchell first established it as a solo practice in 2006 and grew it through grassroots marketing, getting her face on billboards and her voice on local radio. Through this exposure, the firm eventually expanded to 1,000 clients, but over the last four to five years Mitchell has strategically shaved that down to about 500 — and hopes to eventually cut it down to 350.

“The history of the firm was more clients — we work with everybody and anybody,” she explained. “The last few years, there’s more of a focus on who best to serve, so we get a lot out of it, too.”

CBIZ and Mayer Hoffman McCann had been operating under an alternative practice structure long before many other firms began adopting one, but the acquisition last year of Marcum LLP prompted a name change and a number of adjustments.

Last July, Cleveland-based CBIZ announced it would be acquiring New York-based Marcum in a $2.3 billion megadeal between two Top 25 Firms. CBIZ is a publicly traded company, but has been affiliated with the CPA firm Mayer Hoffman McCann in an alternative practice structure since 1998. MHM spun off its tax and consulting practice that year and merged it with Century Business Services Inc., which became known as CBIZ Inc., while the audit practice retained the Mayer Hoffman McCann name and was often referred to as CBIZ MHM. Last August, after acquiring Marcum, Mayer Hoffman McCann P.C. announced it was changing its name to CBIZ CPAs P.C. In part, the change was made to reflect the practice of other firms that have more recently begun to operate in an alternative practice structure after receiving investments from private equity firms. EisnerAmper, for example, split its attest and non-attest sides in 2021 after receiving an investment from TowerBrook Capital Partners and called the non-attest side Eisner Advisory Group.

“Obviously the alternative practice structure has had a greater visibility with the private equity acquisitions of firms,” said Andrew Gragnani, president of CBIZ CPAs P.C. “We had been in an alternative practice structure with CBIZ now for about 25 years, and there were not many players in this arena. And now there are a number of players, so the alternative practice structure has received a fair amount of commentary from the SEC.”

CBIZ MHM decided to change the name of the auditing firm in the wake of the Marcum acquisition. “The reason why we made the change was in conjunction with the Marcum transaction,” said Gragnani. “As we looked at the landscape of firms that were in an alternative practice structure, and there was some confusion in the marketplace regarding the naming convention of Mayer Hoffman McCann, which had been in place for 25 years, we felt to better align ourselves with CBIZ that a name change was necessary. We had to execute those name changes in the 51 jurisdictions in the United States. And then upon closing the Marcum transaction, this was even more of a significant decision for us, to further reduce confusion in the marketplace with Marcum. It’s been very well received internally and externally. We’re excited about the alignment that we have, and we can be very clear in terms of how we continue to be an alternative practice structure, and how we are aligned or affiliated or work together with CBIZ to service clients together.”

The move may also help ensure compliance with the Public Company Accounting Oversight Board’s new quality control standard, QC 1000, which the Securities and Exchange Commission approved last year.

“As it relates to the QC 1000 standard, in an attest-only firm like ourselves, that puts an even greater emphasis on the APS structure, and ensuring that not only do we comply with all those state licensing requirements, but that we meet the requirements of QC 1000,” said Gragnani. “We have, since the Marcum transaction, changed our organizational structure to what we believe meet the requirements. We have already engaged in discussions with the PCAOB regarding what it is we are doing with respect to QC 1000. That’s part of their outreach program. We are trying to ready ourselves for this, as now with our Marcum transaction, we will have over 200 issuer clients, so this is a significant initiative on our part. We have dedicated individuals that are charged with the execution of this so that we could be ready by the implementation date.”

The SEC has independence requirements for auditors, and state licensing boards generally require independence of a CPA firm from a publicly traded company. There are also rules for alternative practice structures from the American Institute of CPAs, which the AICPA is considering revising in light of the increase of private equity investment in recent years. Earlier this month, the AICPA announced that its Professional Ethics Executive Committee has set up a group known as the Alternative Practice Structures Task Force that has already reached some preliminary conclusions about revisions to the independence rules.

CBIZ has been informally providing advice to other firms that have more recently begun operating in an alternative practice structure. “We’ve been doing this for such a long time, and we have a lot of experience,” said Gragnani. “One of the takeaways is there’s uncertainty with respect to what happens with private equity-owned firms, in terms of the exit strategy of the PE firm. CBIZ has been in this for 25 years. We know what we’re going to be doing for the next 25-plus years. We’re not going to be changing. At least, I don’t believe CBIZ will be changing its structure. We have been engaging with other firms to kind of ‘information share,’ if you will. I think the biggest areas are independence and legal that would be applicable to the other firms to ensure that there is appropriate personnel on the CPA firm side to provide the necessary support and guidance that a CPA firm needs.”

The Marcum deal brought with it some separate issues with the SEC and the PCAOB, which had fined Marcum a total of $13 million in 2023 for its audits of special purpose acquisition companies, while requiring it to make functional changes to its supervisory structure related to the firm’s quality control system. 

“Obviously they had done some SPAC work before,” said Gragnani. “There were a handful of clients there.”

CBIZ is working to improve on the audit work that had been done for Marcum’s SPAC clients, even though it had previously exited that business. “We’re going through the process of completing all those year-end audits,” said Gragnani. “And this is a space that we had previously decided to exit from because we did not have the appropriate scale to operate, in our view, in a manner that you could justify the risk and the reward, but obviously, with Marcum having a considerable and sizable practice, we’re committed to the practice, and we’re going through that process of working with the Marcum engagement teams to not only complete those engagements, but then to go forward with those with clients.”

Some new clients are in two other risky industries, cannabis and cryptocurrency, which will be new niches for CBIZ. “Prior to the Marcum transaction, we had not been in those spaces,” said Gragnani. “But with this transaction, there is some traction in certain of those markets.”

However, CBIZ won’t be inheriting any of the clients from Asia that Marcum had been building since its merger with Bernstein & Pinchuk in 2010, which a decade later led to trouble for Marcum with the PCAOB. Marcum Asia was not included in the acquisition by CBIZ, Gragnani pointed out. “Marcum Asia was not part of our transaction, so anything that related to that, we do not need to consider or have any type of responsibility for,” he said.

While it won’t be taking on Marcum’s clients in Asia, CBIZ does have a unit in India known as BINDZ that does offshoring and outsourcing and is expanding to South Africa and the Philippines as well. CBIZ sees offshoring as a necessity given the dwindling supply of accountants in  the U.S. 

“We have seen a declining number of individuals taking the CPA exam, coming into our profession,” said Gragnani. “And with the growing aging of our profession as well, there’s a need to find alternative sources to service our clients. This is an initiative that CBIZ has encountered, and as part of our relationship with them, in our alternative practice structure, we would be utilizing those resources to perform and conduct attest work.”

He anticipates the offshoring group will provide support for other functions in the organization as well. CBIZ is also evaluating the use of artificial intelligence, but probably not for audits. 

“It’s difficult to utilize it to support audit conclusions,” said Gragnani. “We’re evaluating a number of different matters. It’s not been fully embraced in our methodology that we could say that it’s generating significant efficiencies in the audit process, but that’s obviously something that we’re all looking at.”

He’s unsure what other acquisitions and mergers might be in the future for CBIZ CPAs and CBIZ Inc., but more deals are likely to happen in the future. 

“We work with CBIZ on these transactions,” said Gragnani. “As the attest-only firm, we acquire the attest assets of any entity, so we continue to work with CBIZ, and to the extent that there is something we would evaluate that from our ability to execute it.”

It’s unclear which industry niches and services might be acquisition targets. “Right now, we’ve got a pretty wide industry expertise, and we’re trying to work with CBIZ to identify national leaders, but we’ve got deep expertise in a number of different ones,” said Gragnani. “We’re trying to work through exactly how that strategy aligns with CBIZ’s strategy so that from a go to market [perspective], we are aligned. Obviously, from an attest standpoint, we have been pretty widely dispersed without significant concentrations in a particular industry. I think, with the Marcum transaction, we now have a whole host of other industries that we can explore and determine once we evaluate market opportunities. We should be able to gain further traction in the ones that we determine make the most sense from a risk/reward standpoint.”

As financial advisors and their clients learn more about the potential tax advantages of a Section 351 ETF conversion, a new website aims to connect issuers with investors.

351conversion.com founder Matt Bucklin “cannot make money” through “transaction fees or anything like that” by providing advisors, investors and ETF issuers with informational resources and possible products to use in an increasingly popular asset migration method named for a provision of the Tax Code enabling exchanges of similar products. Securities and Exchange Commission rules from 2019 and 2020 for active management of ETFs, along with the development of financial technology, have led to a bumper crop of products offering tax deferral for investors with low-basis stocks and separately managed accounts.

“It could be a great time to diversify out of certain highly appreciated securities,” Bucklin said in an interview. He promised not to “bombard” people who sign up on his website with emails but simply “put them in touch with the ETF issuer” if a new product fitting their preferences is coming to market. “I have done a lot of online marketing, ecommerce and things, and I’ve never put up a website that gets ranked organically on Google,” Bucklin added.

READ MORE: How to unlock tax savings in incoming client portfolios

Bucklin came up with the idea for the site when he was speaking with Wes Gray, the founder of technology and asset management firm ETF Architect and an innovator in the approach. An influx of new products may obscure how the tool for deferring, rather than avoiding, capital gains distributions could create “a little bit more tricky scenario” if the issuer is, for example, not using sophisticated management of the tax lots in an ETF based on the differing needs of seed and second-day investors or ensuring their choice to do the conversion is “in line with how you expect your funds to be managed on the forward,” said Brittany Christensen, the senior vice president of business development for ETF service and technology firm Tidal Financial Group.

“Everyone wants the easy, ‘I’m out of all my Nvidia, and I don’t have to pay taxes on it,'” she said. “There are also other factors to consider before really making the decision to go down that path. The solicited transactions are a relatively new phenomenon and might be hitting some people’s inboxes with these marketing campaigns.”

The rules carry requirements about the level of stock concentration in the incoming assets and the need for the strategies to be the same on both sides of the transition. 

So far, the website links investors to just one product, but more are on the way, Bucklin noted. The fact that the SEC “has never gone after anyone for doing a 351 conversion yet” and the availability of “insurance protection from tax liability” show that advisors and clients who abide by the guidelines are taking a relatively low risk of regulatory pushback against the exchange, he said, crediting Gray with championing the strategy. New ETFs frequently must overcome a classic catch-22 in which they need to attract $50 million in investments to access large wealth management firms’ menus but struggle to find that seeding without being on the giant platforms.

“A lot of ETFs have launched with nothing and just hoped to gather assets, and it’s just really tough to get to $50 million,” Bucklin said. “I’ve seen some great strategies that just get stuck.”

READ MORE: 2025 wealth management trends: Private equity, new ETF debuts

As more products hit the shelf, advisors and clients should keep in mind that they “could have contributions with exposure to double tax” if the issuer and their service providers fail to account for distributions affecting early and later investors, Christensen noted. She finds that “very few people” grasp that difficulty and the need to work with an outside firm to avoid it, she said. Otherwise, they may not be able to tap into the full benefits of a 351 conversion.

“I’m probably a little nervous right now with what’s going on in the ETF space if I’m not actively trying to get into that world,” she said. “It’s a win-win for everyone and allows a newcomer to start with a ‘bring your own assets’ type of strategy. Their clients are already comfortable with how they’re investing their money.”