Vanguard agreed to pay $40 million to settle a potential class-action case over steep capital-gains taxes that hit thousands of investors in the firm’s target-date funds.
In the Nov. 6 preliminary settlement awaiting approval in Philadelphia federal court, the asset management giant did not admit any guilt or wrongdoing. However, the payout would add on to another $6.25 million in fines and restitution against Vanguard in 2022 in the settlement of a case filed by Massachusetts regulators on behalf of investors who absorbed capital gains — and the accompanying tax burden — when the firm opened the lower-cost institutional share classes of the funds to midsize retirement plans it had previously shut out from them in 2020.
Those clients rushed into the cheaper shares in a move described by The Wall Street Journal as an “elephant stampede” that caused the target-date funds to sell 15% of the products’ holdings in transactions saddling taxable-account investors with a capital-gains distribution that was 40 times any previous level, according to the March 2022 lawsuit. Less than a year after reducing the minimum-asset requirement for institutional shares to $5 million from $100 million, the firm merged them together with the retail versions of the funds. That adjustment caused no tax impact, leading experts to question why Vanguard didn’t simply do that in the first place.
“You got these huge capital gains that had to be distributed, and that was really the big problem,” said Daniel Sotiroff, a manager research senior analyst of passive strategies for Morningstar Research Services. “Vanguard actually did kind of mess this one up.”
Representatives for Vanguard didn’t respond to requests for comment on the case or the settlement.
It and the plaintiffs had indicated in September filings that they reached agreement in private mediation that month. The investors accused Vanguard and its top executives of breaching their fiduciary duty, aiding and abetting that breach, gross negligence, breaking the covenant of good faith and fair dealing, unjust enrichment and violations of several state laws. In the course of discovery, Vanguard deposed 10 of the plaintiffs and produced 250,000 documents.
The company agreed to the settlement “solely to eliminate the burden and expense of further
litigation,” and nothing in it is “an admission or finding of any fault, liability, wrongdoing or damage whatsoever or any infirmity in the defenses that [the] defendants have asserted, or could have asserted,” according to court filings.
“Defendants have denied, and continue to deny, that they have committed any act or omission giving rise to any liability or violation of law,” the “stipulation of settlement” document stated. “Defendants have asserted, and continue to assert, that the conduct was at all times proper and in compliance with all applicable provisions of law, and they believe that the evidence developed to date supports their positions that they acted properly at all times and that the action is without merit.”
In the agreement ordering Vanguard to pay $40 million to target-date investors who paid the tens or even hundreds of thousands of dollars in taxes three years ago, the plaintiffs agreed to take roughly 15% of the “best-case scenario” payment of $259.5 million in damages, according to their filing for approval of the settlement. The settlement agreement limited attorney fees to no more than one-third of the award and capped litigation expenses at $985,000. If the settlement gets preliminary approval, the plaintiffs would then reach out to potential class members for their reaction before seeking the final green light on the agreement.
The cash settlement “provides an immediate recovery to impacted Vanguard [target-date fund] investors and avoids the considerable risks of continued litigation in this complex class action,” the filing stated. “Plaintiffs and class counsel believe that the case has merit, but they recognize the significant risk and expense that would be necessary to prosecute Plaintiffs’ claims successfully through class certification, continued fact and expert discovery, summary judgment, trial and subsequent appeals, as well as the inherent difficulties and delays complex class action litigation like this entails. As previewed in the parties’ class certification briefing, which focused almost exclusively on damages model issues, proving damages would be risky, complicated, and uncertain, involving conflicting expert testimony.”
Besides the substantial payout, the case helped remind financial advisors and their clients of the potential risks involved with holding mutual funds in taxable accounts, Sotiroff said. ETFs or separately-managed accounts could help avoid the tax surprises in non-retirement holdings, even though target-date funds may not be as readily available in that form.
“If you’re going to hold a mutual fund, you have to expect that you’re probably going to get some capital gains distributions from it,” Sotiroff said. “You’re always potentially on the hook for a capital gains distribution.”
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. “
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.
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.
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:
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.”
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!”
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.
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.
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.