Connect with us

Accounting

Tax Strategy: A syndicated conservation easement update

Published

on

The long efforts to put in place the enforcement mechanisms to attack syndicated conservation easements appear to at last be finalized. In October 2024, the Internal Revenue Service issued final regulations targeting syndicated conservation easements. The agency first started identifying claims for substantial conservation easement deductions by investors in syndicated partnerships back in 2016, and issued Notice 2017-10 identifying syndicated conservation easements as abusive and requiring reporting by participants. It also sought help from Congress to specifically disallow the abusive aspects of the transactions.

The syndicated conservation easement industry fought back. The industry won a court case on the basis that the notice issued by the IRS failed to meet Administrative Procedure Act requirements for notice and opportunity for comments. Lobbying efforts stymied the progress of congressional action and included efforts to strip the IRS of enforcement funds. Initial efforts to get taxpayers to accept settlement offers were frustrated by funds available for the defense of the transactions built into the deal structures.

The IRS has challenged $21 billion in deductions claimed by 28,000 syndicated conservation easement investors. Even the Land Trust Alliance, which administers traditional conservation easements, became concerned that the syndicated conservation easement activity would result in the complete loss of the conservation easement deduction. The IRS estimated that the number of syndicated conservation easement deductions grew from 249 deals in 2016, generating $6 billion in charitable deductions, to 296 deals in 2018 producing $9.2 billion in deductions. Traditional conservation easement deductions have resulted in around $1 billion in annual deductions.

Statutory action

After several years of frustration in getting Congress to address syndicated conservation easements, success was achieved with the enactment of Code Sec. 170(h)(7) in 2022. Code Sec 170(h)(7) provides that a contribution by a partnership is not treated as a qualified conservation contribution if the amount of such contribution exceeds 2.5 times the sum of each partner’s interest in the partnership. Exceptions are provided for three-year holding periods, contributions made by family pass-through entities, and contributions made to preserve a certified historic building. Reporting requirements apply to partnerships, S corporations, and other pass-through entities. The statute does not apply retroactively, but only to contributions made after Dec. 29, 2022.

Final regulations

In order to overcome the APA challenges to the syndicated conservation easement notice, the IRS began a process of issuing proposed regulations to meet APA requirements. In November 2022 the IRS issued proposed regulations that disallowed deduction for syndicated conservation easement transactions made by a partnership or an S corporation after Dec. 29, 2022, if the amount of the contribution exceeds 2.5 times the sum of each partner’s or S corporation shareholder’s relevant basis. The regulations also imposed new reporting requirements for the members of the entity who are seeking a deduction based on the transaction — IRS Form 8886, “Reportable Transaction Disclosure Statement.”

The final regulations were issued on Oct. 7, 2024, and are effective Oct. 8, 2024. They address three specified classes of abusive syndicated conservation easement transactions and substantially similar transactions:

1. Transactions involving contributions occurring before Dec. 30, 2022;
2. Transactions for which a charitable contribution deduction is not automatically disallowed by Code Sec. 170(h)(7); and,
3. Transactions that substitute the contribution of a fee simple interest in real property for the contribution of a conservation easement.

The final regulations generally adopt the 2022 proposed regulations with clarifications of the meanings of the terms “substantially similar transactions,” the 2.5 times rule, “conservation easement,” and “participant.” The final regulations also clarify that participants and material advisors must report syndicated conservation easement transactions to the IRS that were completed in tax years that are still open. It is possible that taxpayers could be subject to both the requirements of Code Sec. 170(h)(7) and the final regulations.

green-space.jpg
A man walks a dog near a wetland conservation area

Lam Yik/Bloomberg

Settlement offers

The IRS initiated its third settlement offer to try to dispose of many of the audits before it in June 2024. The earlier settlement offers had only limited success. However, the final regulations and growing success in the courts may push more syndicated deals into settlement. Only taxpayers who receive a settlement offer letter from the IRS are eligible for the settlement offer. The settlement offers have typically involved agreeing that the deduction for the contribution be disallowed in full; all partners must agree to settle; the partnership must pay the full amount of tax penalties and interest before settlement; partners can deduct the cost of acquiring partnership interests; and penalties can range from 10% to 20% for investor partners and up to 40% for partners active in the transaction. The settlement offers require the cooperation of partners during the resolution of the issue.

It may be difficult for some partnerships to get the consent of all partners in a deal to participate in the settlement and to be willing to cooperate in the resolution.

Criminal and civil enforcement

With Code Sec. 170(h)(7) in place, as well as now the final regulations, the Tax Court has set aside APA concerns and started to deny overvaluation of conservation easements. For example, in Mill Road 36 Henry LLC v. Commissioner, U.S.T.C. Oct. 26, 2023, the court limited the LLC’s deduction to its tax basis and added an accuracy-related penalty. A circuit court case has also rejected the claimed deductions.

Some of the key promoters of syndicated conservation easements, as well as one of the appraisers utilized by the promoters, have been convicted of fraud and falsification of documents and some have already received substantial prison sentences.

Summary

The tools now seem to be in place to curtail the syndicated conservation easement industry. There remains a lot of work for the IRS to resolve all of the transactions still under audit. It remains to be seen how helpful settlement offers will be in disposing of some of these audits.

Continue Reading

Accounting

Boomer’s Blueprint: 4 ways algorithms can improve your accounting firm

Published

on

As CPA firms grow into the $10 million to $100 million revenue range, operational complexity increases, especially during peak periods like tax season. Leadership must prioritize strategies to reduce friction, improve efficiency, and enhance the client and staff experience. Algorithms, defined as systematic processes designed to solve specific problems, are a key enabler in achieving these goals. 

By automating repetitive tasks, algorithms can save hundreds of hours during the busiest times, allowing staff to focus on high-value activities and improving client satisfaction.

Four specific examples of areas where algorithms can help firms are described below, but no matter the area, adopting algorithms requires deliberate planning and execution:

1. Identify opportunities

  • Assess pain points in tax, audit, scheduling, and advisory workflows.
  • Identify routine tasks that consume excessive time during peak periods.

2. Gather and analyze data

  • Evaluate the availability of client and internal data to support automation.
  • Determine additional data needs and acquisition strategies.

3. Experiment and iterate:

  • Pilot small-scale solutions, such as automating a single tax form process or scheduling tool.
  • Refine based on results and user feedback.

4. Scale and integrate:

  • Implement successful pilots across teams or departments.
  • Provide staff training to maximize adoption and effectiveness.

5. Measure and optimize:

  • Use key performance indicators such as time savings, error reduction, and client satisfaction to assess the impact.

Quick wins for immediate impact

To build momentum, start with high-impact initiatives:

  • Tax workflow automation: Automate the completion, e-signature, and filing of forms like 8879 and 4868, and notify clients of estimated tax payments due via an automated communication system.
  • Audit data preparation: Use algorithms to download client data, generate trial balances, and perform risk analysis.
  • Scheduling optimization: Implement an algorithm-driven scheduling tool to automate meeting coordination, resource allocation, and deadline tracking.

Conclusion

Algorithms are transformative tools that empower CPA firms to operate more efficiently while delivering enhanced value. By automating routine tasks in tax, audit, scheduling, and advisory services, firms can save significant time, improve accuracy, and foster stronger client relationships. The key to success lies in adopting a strategic roadmap — identifying opportunities, running experiments, and scaling solutions. Mindset is paramount.

For CPA firms navigating the challenges of growth and complexity, algorithms represent a critical investment in operational excellence, enabling staff to focus on what truly matters: delivering exceptional client experiences. Think — plan — grow!

Continue Reading

Accounting

Two-thirds of clients ready to change auditors

Published

on

More than two-thirds (70%) of U.S. audit clients are ready to change firms within the next three years, according to a new report.

Inflo’s “Creating a New Audit Experience for U.S. Businesses” report found that 34% of respondents said they are “very likely” to switch auditors in the next three years, 36% are “somewhat likely” and 15% are “not sure.” The remaining 14% of respondents were evenly split in saying switching was “somewhat unlikely” or “very unlikely.”

Clients with the most employees (250 employees or more) were the highest to report it was “very likely” they would switch firms. Meanwhile, clients with fewer employees (less than 50 employees) were the highest to report it was “very unlikely” they’d switch firms.

By far the most common reason causing a client to look for a new firm was high fees (44%). When asked how much more clients would be willing to pay for an audit that “gave you more value,” respondents answered 5-10% more (33%), 11-20% (31%) and 21-30% (14%). Five percent of respondents answered “nothing.”

chart visualization

Subsequently, clients said the leading factors influencing their decision to accept or resist fee increases were perceived value and quality of service (42%), relationship with the audit firm (40%), meeting deadlines (39%), level of justifications and transparency regarding an increasing (35%), responsive communication (35%) and the frequency of previous fee increases (34%). 

(Read more: Average audit fees grew 6.41%)

The second most common reason causing a client to switch auditors was communication (28%), followed by quality and rigor of the work (24%), technical knowledge and support (22%), project management (21%), lack of innovation (21%) and lack of technology adoption (20%). Sixteen percent of respondents reported, “We are not experiencing any issues.”

“This research makes one thing clear: U.S. businesses are demanding a better audit experience,” Inflo CEO Mark Edmondson said in a statement. “From high fees based on outdated pricing models to technology that hasn’t changed since the 1990s, the approach of many audit firms is driving business away.”

Additionally, nearly half of respondents (45%) said they’d like auditors to improve on the use of technology to add more value to their audits, followed by the time needed from their team and insights on their organization (38% each).

“The good news is that clients care about their audits. They want them to play a key role in driving operational improvement and consistent business growth,” Edmondson said. “Audit firms that act on the report’s findings will be rewarded with rising fee incomes and a continually growing client base.”

Continue Reading

Accounting

Doing the math on private equity in accounting

Published

on

There is no easy way to start this topic other than to hit it hard from the gate: Internal succession strategies for every firm have been broken due to outside investment. The infusion of private equity funding has created a tsunami impacting not just the financial value of a firm but also disrupting emotional decisions. 

Most firms of several million dollars or more are being forced to leave significant cash on the table if they opt to conduct an internal succession. Before some of you get upset by this statement, sit back and look at the reality of our environment. Outside investment has disrupted a century of how things have always been done, and it might not sit well with the stated direction of many firms. The math is simple, but emotional elements are complicated.

Before the math, let’s review the emotional side. There is a significant history of tradition and conservative thinking in accounting. This is natural because the accounting profession needs to be conservative to ensure the integrity of their decisions is accurate. However, the tradition and conservative thinking are now clashing with the increased values in today’s market and are often misaligned with the younger professionals’ desire to not wait 30 years to get incentives and buyouts.

Let’s go through the math: The buy-out in most firms is based on a deferred compensation or a like-kind equity buy-back process. In a traditional deferred compensation model, the retiring partner’s buy-out is often the average of their last five years’ income, less the high and the low, multiplied by 2.5 to 3.5 times and paid over 10 years. For example, if their average income was $500,000 x a multiple of 3 equals $1,500,000 or $150,000 per year for 10 years. 

Another option is taking the average firm revenue for the last few years and multiplying that by the percentage of the partner’s equity. As an example, if the average revenue is $10,000,000, and the partner owns 25%, they are paid $2,500,000 over 10 years. A twist is that many partnership agreements add a discount to the buyout using a .80 to .90 multiple. The $2,500,000 at .80 is now $2,000,000 or $500,000 less. Some cap the buyout amount. 

This is where the discount creeps in. The $10,000,000 firm with the .80 or .90 value is selling internally at $8,000,000 to $9,000,000 or at 1x its value is $10,000,000. That same firm, in today’s market, would likely get a higher value. We hate to quote values because values range greatly by firm, but let’s use a conservative 1.2x multiple. Value calculations are no longer based on a multiple of revenue, but we are keeping this simple.

A financial illustration of an internal succession or traditional firm buyout translates to a significant reduction in value for exiting partners. Even the smallest gap from the 1.0x revenue to 1.2x on a $10,000,000 firm with a 25% owner is $500,000 less. Now, add in the time value impact. The 1.2x model will have cash up front and a shorter payment for the balance of a few years instead of 10 years and the 1.2x may be a low estimate for a $10,000,000 firm in a great location. Also, for simplicity we are ignoring the potential impact of rolled equity if you go the private equity route. (Just trying to keep this simple.)

The changing competitive landscape in accounting

Temporarily suspend any personal beliefs you may have that private equity or any other form of buyout might not be right for the profession or your people. Put aside arguments about culture or that younger professionals’ career paths will be impaired. The reality is that owners are selling internally at a steep discount. In addition, many younger professionals are not as anxious to wait 30 years to get a deferred compensation buyout, and, in many firms, there are not enough younger professionals capable of or wanting to take over at any price.

The catalyst of outside investment has impacted deal structures. It is forcing all firms, investment-backed or not, to raise their bids and it is making leaders ask why they would not accept a higher value. If you owned a firm and could exchange its value for a lower value versus a higher value, what would you do? 

This dynamic has become a roadblock for firms wanting to remain independent. If independence is your preference, a process needs to be in place starting with internalizing if leadership is willing to accept less in an internal succession. If an internal succession is still an acceptable path, the firm will still need to create an independence plan that embraces the environment we are operating in today. Sitting still and operating as you have been is not an option. You will be facing larger, well-funded competitors.

Those competitors have the financial resources to invest in artificial intelligence, to efficiently outsource, to expand advisory services, to add family offices, and to open or fuel wealth management. They also have the means to hire away key talent by making offers those professionals cannot refuse. 

Before putting a stake in the ground with a firm “no” to outside investment, make sure you address three critical issues:

  • First, do you have enough people who are willing to and capable of taking over? A huge flaw in succession plans is the limited number of upcoming professionals that can sell and build a referral network. 
  • Second, are you willing to make the investments in technology, advisory and people that may reduce or flatline partner income? 
  • Finally, are you willing to accept less by conducting an internal succession?  

Watch out for the handcuffs

Unfortunately, the discussion is not quite over. Even if you can create the perfect independence plan, there are still other considerations. Assume you are willing to take less for your firm when you exit. By less, we mean less than the current outside investment values. The reality exists that when you retire at .8 or 1X, that the next leaders can turn around and sell the firm to outside investors for 1.2 or 1.5. Is there a way to prevent that from occurring? 

There is no great way to protect yourself from that happening. You can modify the partnership agreement that if the firm is sold, you get your exit revalued to the new price, but that handcuffs the new leadership team. What if their independence plan begins to fail and the new leaders need to sell or merge upward to survive? What if too much of the money needed to survive will be needed to go to the already retired owners? Why would the next generation of potential partners agree to a partnership with these conditions? 

We have seen firms already in this situation and it has created a les than favorable operating environment. Plus, that type of partnership agreement will go on forever. Even if Partner Y has that increased valuation in the agreement and the firm never accepts outside investment or sells or merges during their 10-year buyout, there will be Partner X and Z, etc., who continue to retire so the cycle never ends. The real risk of a handcuff agreement is if the firm starts to fail because they cannot compete due to the resources of larger firms, all values could be put at risk. 

We are advocates of firms remaining independent if they go into it with open eyes, a non-emotional perspective, and a strong independence plan. An independence plan requires more than raising fees. It requires increased revenue and accelerated metrics to pay higher salaries, distribute profits deeper into staff levels, have the money to constantly invest in new technology, and increase partner compensation. You need to bring yourself to the level where your profitability equals the market value pricing offered by outside investors. That is a difficult task to accomplish, but it can be done.

Even the best independence plan will need to adapt. We have no idea what the next few years will bring, with so many retiring Baby Boomers and rapidly changing technology. Think through the process and do not let emotions or history dictate your decisions. Whatever pathway you elect to pursue, just ensure you have all the data and are using an objective perspective before either waiting too long or reacting too quickly on your next step. 

Continue Reading

Trending