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Ryan sues FTC over non-compete rule

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Ryan, a Dallas-based international tax firm and software provider, has filed suit against the Federal Trade Commission over the rule issued last week outlawing non-compete employment agreements. 

Ryan said its lawsuit in a federal court in Texas is the first challenge to the FTC’s action, claiming it would impose an extraordinary burden on businesses seeking to protect their intellectual property and retain top talent within the professional services industry. The firm contends the FTC’s rule would upend companies’ IP protections and talent development and retention by invalidating millions of employment contracts and nullifying the laws of dozens of states. Ryan said it tried to dissuade the FTC by submitting a 54-page public comment last spring against the FTC’s proposed rule.

“For more than three decades, Ryan has served as a champion for empowering business leaders to reinvest the tax savings our firm has recovered to transform their businesses,” said Ryan chairman and CEO G. Brint Ryan in a statement last week. “Just as Ryan ensures companies pay only the tax they owe, we stand firm in our commitment to serve the rightful interest of every company to retain its proprietary formulas for success taught in good faith to its own employees.”

Ryan-Brint-Ryan-tax-services
G. Brint Ryan, chairman and CEO of Ryan

Photo: Shannon Faulk

Ryan contends non-compete agreements are an important tool for firms to protect their IP and foster innovation. And without such agreements, firms could hire away a competitor’s employees just to gain insights into their competitor’s intellectual property. Ryan argues that the FTC’s decision to ban an important tool for protecting IP would inhibit firms from investing in that IP in the first place and result in a less innovative economy. The firm’s complaint, filed in the U.S. District Court for the Northern District of Texas, contends the FTC lacks the authority to prohibit non-compete agreements. It also claims the FTC itself is unconstitutionally structured.  

Accounting Today asked the firm why it decided to sue the FTC over the rule. “Ryan challenged the FTC’s rule because we recognize the threat it poses to our business, our team members and our industry,” responded Ryan LLC chief legal officer John Smith in an email interview. “The FTC’s ban on non-compete agreements undermines American free enterprise, freedom of contract and the rule of law. At the core of Ryan’s mission is pushing back against government overreach in our area of expertise: taxes on businesses. Through three decades of growing into a global leader in this field, Ryan has proven its skill at such pushback for our clients. This rule reaches beyond the law to harm our own business, as well as our clients’ businesses, so pushing back here comes naturally for Ryan.

“Ryan has been repeatedly recognized both as a great provider of tax services and software, as well as a great place to work, partly because of its commitment to principles that enable entrepreneurs to thrive — investment, innovation, growth, fairness and the rule of law,” he added. “What better way to advance those principles than to stand against a ban that attacks them?”

Does Ryan have proprietary tax strategies that it seeks to safeguard? “Yes,” Smith responded. “We have honed such strategies through decades of accumulated experience, as we apply our expertise to benefit a vast array of clients in virtually every industry with a full range of tax categories.”

Ryan is concerned its employees might take away certain kinds of information with them. “There are a variety of categories of proprietary information,” said Smith. “Examples include proprietary tax-saving methodologies and strategies, and our confidential business arrangements with clients.”

Is Ryan concerned about losing clients if the non-compete agreements are nullified? “Yes,” said Smith. “If the FTC rule stands and nullifies non-compete agreements, an employee may believe they can switch to a direct competitor and take the chance that Ryan would never discover that they are exploiting our confidential and trade secret information to compete unfairly.  “Non-compete agreements fill a gap in protecting the confidential information of a business,” he added. “While a non-disclosure agreement (NDA) secures an employee’s promise not to disclose the employer’s confidential information or IP, not all employees honor NDAs, and they are hard to enforce. Ryan has learned it can be difficult and expensive to uncover breaches of NDAs, let alone litigate them. Because the competitor’s work product and that employee’s contributions to it are not visible to the original employer, the breach may remain hidden while irreversible harm occurs. By contrast, non-competes are much easier to enforce in practice since determining a violation involves straightforward, available information: what new job the former employee has taken, and what business that new employer performs.”  

What kinds of intellectual property need to be protected in the tax profession? “We need to protect the integrity and goodwill associated with our brand, our confidential information, including methodologies, strategies, formulas and compilations related to our tax business, our patented technologies and our copyrighted digital solutions,” said Smith.

Ryan’s news release refers to a “free-rider problem that inhibits firms from investing in their employees” and we asked for an explanation. “If Ryan invests in its employees (by training and empowering them with proprietary information and IP developed through company investments) but cannot protect its informational assets, then unethical competitors can ‘free ride,'” said Smith. “They can poach employees they didn’t train, exploit assets they didn’t invest in, and reap profits they didn’t earn.”

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Accounting

Global ESG Reporting Standards and Double Materiality Compliance

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Corporate accounting departments face expanding reporting expectations as international sustainability disclosure standards achieve regulatory enforcement across major global jurisdictions. Chief Accounting Officers (CAOs) and corporate controllers are establishing rigorous internal accounting controls to treat Environmental, Social, and Governance (ESG) metrics with the same data precision, auditability, and governance as traditional financial statements.

Regulatory Harmonization Under Global Sustainability Frameworks
The implementation of standardized sustainability reporting frameworks—notably rules established by international sustainability accounting boards—has created unified expectations for public and large private enterprises. Corporations must report standardized metrics covering greenhouse gas emissions (Scope 1, 2, and material Scope 3), energy utilization, workforce demographics, and supply chain governance.

In Europe and other participating international jurisdictions, double materiality principles are mandatory. Under double materiality, organizations must report both how external sustainability risks impact corporate financial performance, and how internal corporate operations affect surrounding environmental and social structures.

Integrating Sustainability Metrics into Core ERP Systems
To provide auditable non-financial data, enterprise organizations are integrating specialized carbon accounting and ESG management platforms directly into core ERP systems. Automated data collectors capture energy utility invoices, logistics fuel consumption metrics, and vendor compliance records in real time.

Establishing automated, traceable data pipelines ensures that non-financial reporting is supported by clear audit trails. This structured approach allows external financial auditors to provide reasonable assurance on sustainability disclosures during annual corporate reporting cycles.

Financial Impacts and Capital Market Disclosure
Accurate ESG reporting directly influences corporate cost of capital and institutional credit ratings. Commercial lenders and institutional asset managers systematically incorporate sustainability metrics into risk pricing models. Companies that demonstrate transparent, verifiable progress in operational energy efficiency and climate risk mitigation benefit from expanded access to green bond markets and lower debt pricing.

Action Steps for Accounting Leadership
1. Implement Double Materiality Frameworks: Conduct comprehensive assessments to identify material financial and operational sustainability metrics.
2. Build Auditable Non-Financial Data Pipelines: Automate ESG data collection within core accounting software to ensure data integrity.
3. Align Sustainability with Annual Financial Filings: Prepare non-financial disclosures concurrently with financial statements to satisfy regulatory audit expectations.

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Accounting

Modernizing Internal Controls: Machine Learning and Continuous Monitoring in Auditing

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Internal audit departments and corporate risk managers are modernizing internal control frameworks by shifting from periodic sampling techniques to continuous monitoring and machine learning analytics. As operational data volumes increase across enterprise organizations, automated control testing ensures financial integrity, prevents corporate fraud, and streamlines annual audit engagements.

The Limitation of Periodic Audit Sampling
Historically, internal and external auditors evaluated internal controls by reviewing random samples of financial transactions—often analyzing less than five percent of total ledger entries. In complex enterprise environments, periodic sampling methods carry inherent risks of overlooking localized financial misstatements, unauthorized disbursements, or operational control breakdowns.

In 2026, progressive internal audit functions are utilizing automated continuous monitoring platforms that evaluate one hundred percent of financial transactions in real time. Continuous control auditing systems continuously monitor general ledger entries, procurement approvals, and expense reimbursements across all operating subsidiaries.

AI-Powered Fraud Detection and Anomaly Identification
Machine learning models trained on historical corporate financial data excel at identifying subtle transactional anomalies that indicate potential fraud or operational error. Automated systems instantly flag duplicate invoice payments, unapproved vendor creation, unusual journal entry timing, and unauthorized override of authority thresholds.

When an anomaly is detected, the automated auditing platform generates an instant risk alert, allowing internal audit teams to investigate root causes immediately. Early detection prevents minor operational errors from escalating into material weaknesses in financial reporting.

Streamlining External Audit Preparation
Continuous internal control monitoring delivers significant benefits during annual external financial audits. External audit firms can review continuous audit logs and automated control testing documentation, reducing the time required for manual field testing.

This integrated approach lowers overall audit compliance fees, reduces administrative burdens on corporate accounting staff, and provides senior management and audit committees with real-time visibility into the organization’s overall risk profile.

Core Implementation Guidelines
1. Transition to 100% Data Testing: Replace legacy sampling methods with automated continuous audit monitoring systems.
2. Deploy Anomaly Detection Algorithms: Implement machine learning models to identify unauthorized transactions and operational control overrides.
3. Align Internal and External Audit Workflows: Coordinate continuous control testing protocols with external auditors to optimize annual compliance cycles.

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Accounting

Automated Tax Compliance and Global Regulatory Harmonization in 2026

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Corporate tax accounting departments are navigating an era of unprecedented regulatory complexity as global tax harmonization frameworks take full effect alongside real-time digital tax reporting mandates. Tax directors and accounting teams are adopting cloud-based tax compliance automation tools to manage multi-jurisdictional tax liabilities and satisfy stringent reporting rules across international jurisdictions.

Implementation of Global Minimum Tax Provisions
The implementation of international tax reform agreements—notably the Pillar Two global minimum tax framework—has reshaped multinational corporate tax planning. Multinational enterprises with consolidated revenues exceeding established thresholds must ensure an effective tax rate of at least 15% across every jurisdiction in which they operate.

Accounting teams are implementing specialized tax calculation modules integrated directly into enterprise resource planning (ERP) platforms. These automated tools calculate effective tax rates per country, identify top-up tax liabilities, and generate standardized compliance documentation required by national tax authorities.

Real-Time Digital Invoicing and E-Reporting Mandates
Tax authorities across Europe, Latin America, and Asia-Pacific have enacted mandatory electronic invoicing (e-invoicing) and continuous transaction controls (CTC). Under these systems, corporate transaction data must be submitted electronically to government portals in real time at the point of sale or invoice issuance.

This shift toward continuous digital tax reporting eliminates traditional annual tax audits in favor of ongoing automated compliance monitoring. Accounting departments are upgrading invoicing software to ensure seamless XML data formatting, digital signature authentication, and real-time validation against tax authority databases.

Automation and Data Analytics in Corporate Tax Strategy
To keep pace with dynamic tax legislation, tax departments are transitioning from reactive compliance teams to proactive strategic advisors. Machine learning algorithms analyze corporate transactional data to identify tax credits, research and development (R&D) incentives, and cross-border transfer pricing adjustments.

By automating routine tax return filings and calculations, corporate tax directors can focus on long-term capital structuring, evaluating the tax implications of corporate mergers, and optimizing international supply chain networks.

Strategic Priorities for Tax Executives
1. ERP System Upgrades: Ensure enterprise software is capable of generating real-time, granular tax data required for global minimum tax compliance.
2. E-Invoicing Integration: Implement scalable e-invoicing platforms to satisfy regional continuous transaction control regulations.
3. Strategic Tax Analytics: Utilize predictive tax modeling tools to evaluate structural changes in corporate operations and cross-border trade.

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