TaxOps Partner Lindsay Haskell and Corporate Tax Advisor Dan DeLau discuss what CFOs and Controllers Should Be Asking About Audited Financial Statements

Auditor Independence in the Age of Private Equity Roll-Ups

A CFO sits across from a longtime audit partner. The engagement letter on the table bundles audit, tax provision work, and a 401(k) audit into a single fee. It looks efficient. It feels reasonable. And it quietly hands a piece of management’s own responsibility back to the firm that is supposed to be checking the work. That scenario, increasingly common in private and private-equity-backed companies, is exactly the kind of arrangement Lindsay Haskell and Dan DeLau, partners at TaxOps, want finance leaders to interrogate.

In a recent episode of Tax Intelligence with TaxOps, Haskell and DeLau took on auditor independence: what it means, why it eroded, and why the rise of private equity inside the CPA industry itself is forcing CFOs to ask harder questions than they have in two decades.

A Brief History: Why Sarbanes-Oxley Still Matters

Auditor independence is not an abstraction. It was forged in scandal. Enron, WorldCom, and Tyco produced the Sarbanes-Oxley Act of 2002 and, with it, hard limits on what an audit firm could do for its public-company clients. The central principle was simple: an auditor cannot audit its own work.

Before SOX, the same firm routinely prepared a company’s tax provision and then audited the financial statements that contained it. As DeLau described from personal experience, “the audit team would come in, and from what I saw to a large extent, it was like, well, we already had the professionals that are familiar with this, the tax team, they’ve already prepared it. So we’re just going to incorporate those numbers into the financial statements.”

SOX put a hard stop to that for public companies. For a stretch of years, many private companies voluntarily held themselves to similar standards, particularly those positioning for an IPO. “IPO readiness” became shorthand for adopting public-company discipline regardless of current filing status.

Then the market shifted.

The Private Equity Shift And Why It Changed The Conversation

As private equity has rolled up companies across nearly every sector, the IPO-readiness mindset has faded. Fewer private companies are preparing themselves to live under SEC scrutiny, and the implicit pressure to mirror public-company controls has weakened. Haskell put it plainly: the conversation about auditor independence “doesn’t feel like it’s talked about during the audit process itself, even.”

That drift might be tolerable if the audit industry itself were standing still. It is not.

Private equity has now moved into the CPA profession. Because audit practices must remain CPA-owned, firms have restructured: the audit business stays under licensed ownership, while non-audit lines such as tax, advisory, and consulting absorb the private equity capital. Baker Tilly’s acquisition of Moss Adams, backed in part by private equity, is one widely reported example. DeLau noted that he recently received an email from a partner at a firm taking on private equity funding, and the signature line identified the company as “not a CPA firm.”

The implications deserve attention. Private equity exists to generate returns. When an audit firm’s adjacent service lines are owned by investors whose primary mandate is profit, the question DeLau raised is unavoidable: “Are they really looking out for my best interest in everything that happens?”

The Tax Provision Problem

This is where the conversation gets concrete and where finance leaders most often miss the risk.

The income tax provision is a footnote to the audited financial statements. Preparing it, including the journal entries, the rate reconciliation, and the footnote itself, is management’s responsibility. The audit firm’s job is to audit that work, not perform it.

And yet Haskell described a pattern she is seeing repeatedly: companies switching audit firms to reduce cost, and the new firm bundling tax provision work, tax compliance, and even 401(k) audits into a single engagement. “They bundled all the fees together,” she said, “and basically said, here’s the fee for your audit, which included tax, 401k audit.”

On the surface, it reads as a cost win. Underneath, the company has just agreed to let its auditor prepare a material component of its own financial statements, then audit it. For a public company, that arrangement is prohibited. For a private company, it is permitted but it is still management’s responsibility, and the risk has not gone away.

Haskell described one CFO who saw it instantly. New to his role, he reviewed the proposed engagement letter, struck the tax provision scope, and told the firm he would sign for the audit only. He took the tax work elsewhere. That instinct, Haskell and DeLau argue, should be more common than it is.

ASU 2023-09: Why The Footnote Just Got More Visible

The stakes around the provision are about to rise. FASB’s ASU 2023-09 took effect for public companies in 2025 and applies to private companies in 2026. The standard requires expanded income tax disclosures, including a more granular rate reconciliation in both dollars and percentages, and detail on income taxes paid by jurisdiction.

Critically, it puts public and private companies on roughly the same disclosure footing. Private companies that historically published thinner tax footnotes will now disclose information they may never have surfaced before. The underlying calculations should already exist inside a well-run provision. The footnote simply makes more of that work visible to readers, lenders, investors, and acquirers.

That visibility is one more reason management should own the provision rather than outsource it to the firm auditing it.

What CFOs And Controllers Should Be Asking Now

Haskell and DeLau are not declaring that every bundled engagement is improper. They are arguing that finance leaders should be asking questions that, for the most part, have stopped being asked. Among them:

● Is our audit firm independent in fact, not just in form?

● Who actually prepares our tax provision, and who reviews it?

● If our audit firm is private-equity-backed on the non-audit side, how does that influence the services they recommend?

● Are bundled fee proposals genuinely cost-saving, or are they trading independence for convenience?

● Do we have the internal capability, or an independent third party, to own the provision as management is required to?

As DeLau put it, “What does that relationship look like? What do I want it to look like? And what is in the best interest of the company that I’m serving?”

Those are the questions Sarbanes-Oxley forced into boardrooms a generation ago. They are worth asking again.

Listen to the Full Episode

Hear the full conversation between Lindsay Haskell and Dan DeLau on Tax Intelligence with TaxOps for a deeper look at auditor independence, the private equity shift inside the CPA profession, and what ASU 2023-09 means for your next provision cycle. Visit https://taxops.com/ to listen and to explore how TaxOps supports CFOs, controllers, and tax leaders with independent provision and advisory work.

About the Hosts

Lindsay Haskell — Partner, Corporate Tax. Lindsay Haskell has more than 15 years of experience in both public and private accounting, with a focus on corporate income tax provision and compliance, as well as international and state and local tax. She serves as a primary point of contact for clients,  leading workflows and managing relationships for dynamic companies worldwide. 

Dan DeLau — Corporate Tax Adviser. Daniel DeLau is a co-founder of TaxOps and a boomerang to the business tax advisory mission at TaxOps. Following a promotion to partner at Ernst & Young, Dan co-founded TaxOps to bring all the best of the big firm knowledge to businesses without the bureaucracy. Dan gained significant experience in international and domestic accounting and tax transactions within a U.S. corporate environment working for international accounting firms, and as tax director of multiple public and private companies, each with extensive and complex operations throughout the United States and internationally. 

Listen to the full conversation on Tax Intelligence, available now.

Tax Intelligence with TaxOps

This is the podcast where experienced tax professionals share clear, practical insight on today’s most complex tax issues–from SALT and federal tax strategy to ASC 740, tax minimization, and investment fun considerations. Each month, our experts break down what matters, what’s changing, and how to think strategically about tax–so you can make informed decisions with confidence. Listen today!

About TaxOps

At TaxOps, business tax is all we do. Our teams have the knowledge and focus to solve tax problems with practical tax answers. By hiring our Big Four-veteran leaders and experienced teams, you get tax strategists on your side supporting your strategy wherever business takes you. We deliver the strength, experience, and resources of a national tax brand with the hands-on client engagement of a boutique firm in federal, corporate, state and local and international tax as well as tax minimization strategies for businesses. For an introductory call, visit TaxOps.com/contact.

Read more

• Auditor Independence in the Age of Private Equity: What CFOs Need to Know
• R&D Credits for Software Companies: Scrum Teams, Qualifiers, and Section 174 After OBBBA
• Section 174 Decoupling: What Tax Pros Need To Know State By State
• TaxOps Welcomes Sean Espy as Partner, Tax Minimization
• Your Tax Footprint Is Probably Bigger Than You Think: What Finance Leaders Need to Know About State Nexus

The post Auditor Independence in the Age of Private Equity: What CFOs Need to Know first appeared on TaxOps.

TaxOps Partners Jamie Overberg and Sean Espy share their expertise on R&D Credits for Software Companies in this live webinar.

R&D Credits for Software Companies

Online Only | 2.0 Credits

Tuesday, June 9 | 11:00 AM MT, 1:00 PM ET

Register

Big Changes for Software Developers: Navigating R&D Credits in the OBBBA Era

TaxOps Partners Jamie Overberg and Sean Espy will provide businesses and their tax advisers with a practical discussion of how the R&D tax credit applies to software development activities. Topics covered include Section 41 criteria for R&D credits, credit requirements for non-internal-use software vs. internal-use software (IUS), and review new Section 174 considerations for software companies in light of the OBBBA (One Big Beautiful Bill Act).

Description

The R&D credit offers valuable benefits to all companies; however, software developers must meet specific requirements to qualify. All software must satisfy a four-part test to be eligible for the R&D credit under IRC Section 41. In addition to the four-part test for software, IUS must also satisfy a three-part high-threshold innovation test under Treasury Regulation Section 1.41-4(c)(6). For IUS, a taxpayer must establish that:

(1) The software is innovative;

(2) The software development involves significant economic risk; and

(3) The software is not commercially available for use by the taxpayer in that the software cannot be purchased, leased, or licensed and used for the intended purpose without modifications… .

Tax practitioners and software companies must also consider the OBBBA revisions to Section 174 expenses. Formerly, TCJA removed the ability to expense R&D costs and required amortization of these expenditures. Most software companies, having historically expensed these costs, were significantly impacted by this legislation. Recently, the OBBBA restored the ability to expense R&D costs. However, transitioning from the old rules to the new requirements can be complicated. Recouping these lost deductions requires deducting prior unamortized costs over 1-2 years, amending tax returns, or expensing these deductions retroactively.

Additionally, many states have decoupled from OBBBA, adding another layer of complexity to these determinations. Software developers and their tax advisers need to understand the nuances of the R&D credit and Section 174 changes to take advantage of these tax-saving opportunities. 

Listen as our knowledgeable federal tax experts breaks down the requirements for the R&D credit and Section 174 expenses for software developers and their advisers.

They will cover these and other critical issues:

• The impact of OBBBA on Section 174 deductions
• Software development activities that qualify for the R&D credit
• R&D tax credit computation methods: what to consider and the history of each approach
• Preparing and collecting documentation for audit readiness

After the presentation, there will be a live question and answer session with participants to answer your questions about these important issues directly.

Instructors:

Jamie Overberg
Partner, TaxOps Minimization

With over 20 years of Research & Development (R&D) credit experience, Jamie specializes in executing and managing all aspects of the R&D tax credit as well as a wide range of tax minimization strategies and financial reporting requirements under ASC 730, ASC 740 and Fin 48. Jamie also works with Section 263A and Section 382 analysis, calculations, and reporting. She works primarily with clients in the automotive, engineering, manufacturing, software, biotech and oil and gas sectors, and has worked on numerous R&D tax controversy engagements.

Sean Espy
Partner, TaxOps Minimization

Sean brings more than 25 years of consulting experience spanning public accounting, legal, and industry settings to complex tax minimization engagements. With his experience at top tier public accounting firms, Sean brings a rare combination of technical depth and practical insight to research credit studies.

Sean specializes in the identification and implementation of Research Credit Consulting. He has successfully implemented studies across a wide range of industries, including software, manufacturing, financial services, aerospace, software, food sciences, mining, medical devices, oil and gas refining, restaurant and retail, and renewal energies.

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The post R&D Credits for Software Companies: Scrum Teams, Qualifiers, and Section 174 After OBBBA first appeared on TaxOps.

TaxOps Partners Jamie Overberg and Sean Espy navigate the State By State Decoupling from Federal Section 174 Capitalization Rules

Section 174 Decoupling: What Every Tax Professional Needs to Know

If you are filing state tax returns this spring and assuming the rules around Section 174 capitalization are settled, think again. The landscape is shifting so fast that even state departments of revenue cannot keep up. That is the central warning from a new episode of the TaxOps podcast, where partners Jamie Overberg and Sean Espy unpack the state-by-state chaos surrounding 174 decoupling.

The result is a candid, deeply informed conversation that every tax professional, CFO, and controller navigating multi-state compliance needs to hear.

The Research Problem No One Is Talking About

Here is the uncomfortable truth: no two sources agree on how many states have decoupled from federal Section 174 capitalization rules. Jamie Overberg puts it bluntly during the episode: “Google, GPT will tell you one answer. I’ve listened to a presentation from Deloitte and they had a map. I’ve seen a map of states that have decoupled from PwC and it doesn’t match what we had.”

The count hovers somewhere between 20 and 30 states, but the number keeps moving. States have been issuing guidance late, reversing positions, and in some cases, their own departments of revenue lack clarity on where things stand. “We’ve found sometimes if you contact the DOR that says, ‘Are you guys doing this?’ They don’t even know,” Overberg notes.

For practitioners filing returns right now, this means the only reliable approach is going directly to each state’s website for the most current guidance, and even then, exercising extreme caution.

The District of Columbia Standoff

Perhaps the most dramatic example of the current volatility involves the District of Columbia. DC passed a law decoupling from both individual and corporate provisions under OBBA, a move that hit particularly hard given its concentration of tipped and overtime workers. The federal government responded by telling DC it could not opt out of OBBA. DC fired back with a lawsuit.

“I honestly don’t even know where that stands,” Overberg admits. It is a telling moment: when a seasoned tax professional cannot pin down the status of a major jurisdiction’s conformity, you know the terrain is genuinely unstable.

Arizona: A Case Study in Legislative Whiplash

Arizona offers a textbook example of how quickly things can change. The governor initially issued an executive order decoupling from both individual and corporate provisions. The legislature then wrote a bill to conform. The governor vetoed it. Negotiations followed, resulting in a compromise: decouple from corporate provisions, but conform on the individual side.

This kind of back-and-forth is playing out across the country, and it underscores why tax professionals cannot rely on a single snapshot in time.

Why States Are Decoupling (and Why Some Are Not)

The pattern is largely fiscal. “It’s kind of been the states that have the worst budget crunches that are the ones that are decoupling,” Overberg explains. States need revenue, and requiring companies to capitalize research expenditures at the state level, even when federal rules no longer demand it, generates taxable income.

Colorado offers a notable exception. Despite facing a billion-dollar budget shortfall, the state chose not to decouple. Overberg attributes this to the governor’s centrist approach and willingness to ease the burden on taxpayers, particularly lower-wage earners affected by tip and overtime taxation.

The 174 Compliance Trap

Sean Espy raises a critical point that many companies overlook: Section 174 applies wherever technical uncertainty exists, which can be anywhere. Unlike the R&D tax credit, which requires qualified research expenditures in a specific state, 174 captures a broader universe of costs, especially after 174A expanded the definition to include all software development expenses.

“The states are certainly allowing, or requiring rather, any activities outside of the state to be included in your 174,” Espy explains. For companies with operations spanning multiple jurisdictions, this creates a compliance obligation that cannot be ignored simply because they would prefer not to claim R&D.

The silver lining: now that federal capitalization is no longer required, companies are more willing to embrace R&D claims. As Overberg observes, “If they only have a 5% apportionment in Arizona, it’s not going to hurt them as much.”

State Credit Changes Worth Watching

Beyond 174 decoupling, the episode covers several significant state-level credit changes:

● California has finally adopted the Alternative Simplified Credit, though at lower rates (3% with a three-year base, 1.3% without). One catch: switching back to the regular credit method requires a formal methods change, unlike the federal election which can shift year to year.

● Michigan has restored its research credit, but with tight deadlines (April 1 this year, moving to March 15 next year) and a calendar-year-only requirement that creates complications for fiscal year filers. The state’s $100 million budget will be divided proportionally among applicants.

● Oklahoma has launched a “research rebate” that appears to be refundable, with a budget of approximately $30 million and a first-come, first-served application window of just one week.

● Texas has increased its credit rate from 5% to 8.6% and eliminated the outdated discovery test, updating its static conformity date to January 1, 2025.

● Minnesota now offers a partially refundable credit, creating potential cash benefits for companies with losses.

● Iowa has re-included supplies and lease computer costs in its credit, but now requires pre-application and certification before claiming.

The International Wrinkle

As the conversation wraps up, Espy delivers one final reminder that is easy to overlook amid the domestic chaos: Section 174 capitalization for international R&D activities still applies. Companies conducting research overseas must still account for those costs on their returns, regardless of what has changed domestically.

What This Means for Your Filing Strategy

The message from Overberg and Espy is clear: do your research, verify it against the most current state guidance, and have your numbers ready. Modeling calculations across multiple scenarios, particularly when considering interactions with AMT, FDII, and NOL limitations, is not optional. It is essential.

“We live in a wild, wild west era right now,” Overberg says. She is not exaggerating.

Listen to the full episode of the TaxOps podcast for the complete conversation between partners Jamie Overberg and Sean Espy, including detailed examples and practical guidance for navigating this unprecedented compliance landscape.

About the Hosts

Jamie Overberg — Partner, TaxOps Minimization. Jamie has more than 20 years of R&D tax credit experience, with deep expertise in credit execution, tax minimization strategies, and ASC 730/740 and FIN 48 reporting. She previously spent 13 years at Ernst & Young, including a national role in E&Y’s Washington, D.C. R&D practice.

Sean Espy — Partner, TaxOps Minimization. Sean brings more than 25 years of consulting experience across public accounting, legal, and industry, specializing in Research Credit consulting. He has represented clients before the IRS and state tax authorities in nine states and is admitted to the U.S. Tax Court and the Supreme Court of the United States.

Listen to the full conversation on Tax Intelligence, available now.

Tax Intelligence with TaxOps

This is the podcast where experienced tax professionals share clear, practical insight on today’s most complex tax issues–from SALT and federal tax strategy to ASC 740, tax minimization, and investment fun considerations. Each month, our experts break down what matters, what’s changing, and how to think strategically about tax–so you can make informed decisions with confidence. Listen today!

About TaxOps

At TaxOps, business tax is all we do. Our teams have the knowledge and focus to solve tax problems with practical tax answers. By hiring our Big Four-veteran leaders and experienced teams, you get tax strategists on your side supporting your strategy wherever business takes you. We deliver the strength, experience, and resources of a national tax brand with the hands-on client engagement of a boutique firm in federal, corporate, state and local and international tax as well as tax minimization strategies for businesses. For an introductory call, visit TaxOps.com/contact.

Read more

• Auditor Independence in the Age of Private Equity: What CFOs Need to Know
• R&D Credits for Software Companies: Scrum Teams, Qualifiers, and Section 174 After OBBBA
• Section 174 Decoupling: What Tax Pros Need To Know State By State
• TaxOps Welcomes Sean Espy as Partner, Tax Minimization
• Your Tax Footprint Is Probably Bigger Than You Think: What Finance Leaders Need to Know About State Nexus

The post Section 174 Decoupling: What Tax Pros Need To Know State By State first appeared on TaxOps.

TaxOps welcomes Sean Espy as Partner in Tax Minimization

We are pleased to announce that Sean Espy has joined TaxOps Minimization as Partner. Sean brings more than 25 years of consulting experience spanning public accounting, legal, and industry settings — including Big Four public accounting and in-house tax department leadership — giving him a rare ability to understand and navigate complex tax challenges from both sides of the table.

Sean specializes in Research Credit Consulting, having successfully guided hundreds of clients — large, small, and mid-size — across a wide range of industries, including software, manufacturing, financial services, aerospace, food sciences, mining, medical devices, oil and gas refining, restaurant and retail, and renewable energies. His work has generated hundreds of millions of dollars in savings for clients throughout the U.S.

As Partner, Sean will lead firm operations, manage strategic growth, and develop our team. He will drive business development while upholding the standard of service TaxOps clients expect. Known for building relationships that endure long beyond individual engagements, Sean welcomes the opportunity to be of service.

About TaxOps

At TaxOps, business tax is all we do. Our teams have the knowledge and focus to solve tax problems with practical answers. By hiring Big Four-veteran leaders and experienced teams, you get tax strategists on your side — wherever business takes you. We deliver the strength, experience, and resources of a national tax brand with the hands-on client engagement of a boutique firm, across federal, corporate, state and local, and international tax, as well as tax minimization strategies for businesses. For an introductory call, visit TaxOps.com/contact.

Read more

• Auditor Independence in the Age of Private Equity: What CFOs Need to Know
• R&D Credits for Software Companies: Scrum Teams, Qualifiers, and Section 174 After OBBBA
• Section 174 Decoupling: What Tax Pros Need To Know State By State
• TaxOps Welcomes Sean Espy as Partner, Tax Minimization
• Your Tax Footprint Is Probably Bigger Than You Think: What Finance Leaders Need to Know About State Nexus

The post TaxOps Welcomes Sean Espy as Partner, Tax Minimization first appeared on TaxOps.

A conversation with Marc Gordon, Head of State and Local Tax, and Lindsay Haskell, Partner at TaxOps

There’s a question that keeps CFOs up at night more than a surprise audit: “Do we have nexus somewhere we don’t know about?“

If you’re not sure of the answer, you’re not alone. In the inaugural podcast episode of “Tax Intelligence with TaxOps” Marc Gordon and Lindsay Haskell walk through everything finance leaders need to understand about state nexus — from the basics of what creates it, to managing prior-year exposure, to when a Voluntary Disclosure Agreement is the right strategic move.

Here’s a summary of the conversation.

What Is Nexus, Exactly?

Nexus is a business’s connection to a state — and it’s the threshold a state must clear before it can legally assert tax on your business. There are two kinds.

1. “Physical Nexus” is the more intuitive category. If you have property, payroll, or employees performing activities in a state, you almost certainly have physical nexus — and that triggers both income tax and sales tax obligations. The dollar amounts don’t matter much here; presence is presence.

One important nuance: a federal law called Public Law 86-272 can protect sellers of tangible personal property from income tax nexus even when they have some physical activity in a state. But this protection has been steadily eroding. Recent guidance has found that certain website cookies can eliminate PL 86-272 protection entirely, so sellers relying on this shield need to understand how their website activity might be undercutting it.

2. “Economic Nexus” emerged as a response to the rise of e-commerce. As online retailers grew without physical stores, state sales tax revenues declined sharply. States pushed back, and the issue landed at the Supreme Court.

The landmark South Dakota v. Wayfair decision in 2018 changed everything. It established that a business can have nexus in a state based purely on economic activity — no physical presence required. The bright-line test: $100,000 in sales or 200 separate transactions in a state. Today, every state that has a sales tax has an economic nexus threshold based on this standard.

(Quick memory trick for the five states with no sales tax: “Oh DAMN, No Sales Tax” — Oregon, Delaware, Alaska, Montana, New Hampshire.)

On the income tax side, economic nexus is more complex. The Wayfair ruling doesn’t directly translate to income taxes. Many states rely on a vague “doing business” standard — essentially, are you building and maintaining a market of customers in their state? About 15 states have adopted clearer bright-line tests based on apportionment factors (property, payroll, and sales), which makes analysis much cleaner in those jurisdictions.

The Remote Work Factor

Post-COVID, many companies have a significantly larger tax footprint than they realize. A single remote employee in a new state creates physical nexus — and that exposure doesn’t disappear because management wasn’t aware of it.

A real-world example: one client had an employee relocate to California without telling management. The employee updated their profile in ADP, so California payroll withholding was being paid on $3,000 of wages. California identified the business, and despite having no sales in the state whatsoever, the company still faced an $800 minimum tax filing obligation. For $800, the state came calling.

The lesson: states share data. The Department of Revenue, the Secretary of State, and the employment security department may all be talking to each other. “How will they know?” is not a reliable compliance strategy.

We Think We Have Prior-Year Exposure. Now What?

This is one of the most common questions the TaxOps team hears. The answer starts with data gathering: where are your property, payroll, and sales? How have those changed over time? What’s the apportionment picture for income tax purposes?

From there, the process resembles building a state tax exposure model — running state income tax calculations for the states where nexus may exist, layering in sales tax exposure, and developing a clear picture of the liability across all relevant periods.

One critical point: if you’ve had nexus in a state but haven’t filed, the statute of limitations has never started running. That means exposure can theoretically go back 10 or more years. This is why the look-back analysis matters so much — and why understanding your options before taking any action is essential.

As a practical starting point, TaxOps generally recommends modeling a three-year look-back, while keeping in mind that longer periods may be relevant depending on the facts.

What Is a Voluntary Disclosure Agreement (VDA), and Should You Use One?

A Voluntary Disclosure Agreement is a formal program offered by most states that lets a business proactively come forward, acknowledge prior noncompliance, and resolve the issue under structured terms. The key benefits:

• Penalty abatement. Penalties typically run 25–50% of the underlying tax liability. On a large sales tax exposure, that’s significant. The larger the liability, the more valuable this benefit becomes.
• Limited look-back period. Instead of facing 10 years of exposure, a VDA typically limits the look-back to three or four years — sometimes fewer. That can dramatically reduce the total exposure.
• Anonymity (in many cases). Most VDA programs allow a business to approach a state anonymously through a representative, getting preliminary buy-in on the terms before formally disclosing who they are.
• A clean slate going forward. Completing a VDA gets all the administrative setup done — account IDs, registration — so you can hit the ground running on prospective compliance.

The most important caveat: a VDA must be initiated before the state contacts you. If you’ve already received a nexus questionnaire, a notice, or have proactively registered in the state, you typically can no longer participate. This also means that if you’re planning to start filing prospectively, be prepared for the possibility that a state may ask when you started doing business there — and understand what that answer means for your options.

VDA or Just File Prospectively? How to Think About the Decision

The right answer depends on the specific circumstances — and it doesn’t have to be the same answer for every state.

Factors pointing toward a VDA:

• Large or uncertain prior-year exposure
• An M&A transaction is pending or anticipated (buyers want clean books)
• The business is growing and expanding its state footprint
• You want certainty and a formal resolution

Factors pointing toward prospective-only filing:

• Exposure is small and the cost/benefit doesn’t support a formal VDA process
• The business is winding down and risk tolerance is higher
• The look-back period is manageable without a formal agreement

The key is to make the decision intentionally, with a clear picture of the exposure. Doing nothing — or hoping states won’t notice — is a strategy that typically ends badly, especially as companies scale, get acquired, or face increased audit activity.

Key Takeaways

1. Your nexus footprint is probably larger than you think. Physical presence and economic nexus have both expanded significantly in recent years.

2. Remote employees create immediate nexus — regardless of whether management is aware of it.

3. The statute of limitations doesn’t run until you file. Prior-year exposure can go back a decade or more.

4. VDAs offer meaningful benefits — penalty abatement, limited look-back, and often anonymity — but must be initiated before a state contacts you.

5. There’s no one-size-fits-all answer. The right strategy depends on your exposure profile, your growth plans, and your risk appetite.

If today’s post prompted a closer look at your state tax footprint, start by mapping your property, payroll, and sales by state. Then reach out to your tax advisor — or contact the TaxOps team directly at taxops.com/contact — to model the exposure and determine the best path forward.

Listen to the full conversation on Tax Intelligence, available now.

Tax Intelligence with TaxOps

This is the podcast where experienced tax professionals share clear, practical insight on today’s most complex tax issues–from SALT and federal tax strategy to ASC 740, tax minimization, and investment fun considerations. Each month, our experts break down what matters, what’s changing, and how to think strategically about tax–so you can make informed decisions with confidence. Listen today!

About TaxOps

At TaxOps, business tax is all we do. Our teams have the knowledge and focus to solve tax problems with practical tax answers. By hiring our Big Four-veteran leaders and experienced teams, you get tax strategists on your side supporting your strategy wherever business takes you. We deliver the strength, experience, and resources of a national tax brand with the hands-on client engagement of a boutique firm in federal, corporate, state and local and international tax as well as tax minimization strategies for businesses. For an introductory call, visit TaxOps.com/contact.

Read more

• Auditor Independence in the Age of Private Equity: What CFOs Need to Know
• R&D Credits for Software Companies: Scrum Teams, Qualifiers, and Section 174 After OBBBA
• Section 174 Decoupling: What Tax Pros Need To Know State By State
• TaxOps Welcomes Sean Espy as Partner, Tax Minimization
• Your Tax Footprint Is Probably Bigger Than You Think: What Finance Leaders Need to Know About State Nexus

The post Your Tax Footprint Is Probably Bigger Than You Think: What Finance Leaders Need to Know About State Nexus first appeared on TaxOps.

Join TaxOps’ Lindsay Haskell and Dan DeLau for a 2-credit CPE course at Lorman on ASC 740: Impact on Your Financial Statements

ASC 740: Impact on Your Financial Statements

Online Only | 2.0 Credits

Monday, April 9 | 1:00 PM ET

Strengthen your ASC 740 expertise with practical updates and tax insights.

This course provides a practical overview of the core principles and latest developments in ASC 740 to help accounting, finance, and tax professionals strengthen their income tax accounting knowledge and processes. The topic will cover recent updates, including accounting considerations for modifications in the OBBBA and disclosure changes under ASU 2023-09.

Attendees will gain clarity on calculating current and deferred income taxes, identifying permanent and temporary differences, and evaluating uncertain tax positions and related disclosures. In addition, the course will explore how to assess valuation allowances using the more-likely-than-not framework. The topic concludes with practical tax internal control best practices and a recap with live Q&A.

Learning Objectives

This program contains a basic overview of several topics relevant to the identification of uncertain tax positions. Students will learn:

Accounting for uncertainty — How likely is it that a tax position will be sustained on examination?

ASC 740 basics — What is it, how it works and who is responsible for adhering to it

Income tax computation — How does ASC 740 require that current and deferred incomes taxes be calculated?

Valuation allowances — What evidence must be weighed to determine an accurate valuation?

Instructors:

Lindsay Haskell
Partner, Corporate Tax
TaxOps

Lindsay Haskell has more than 15 years of public and private accounting experience in corporate, income tax provision and compliance as well as indirect tax experience. As a main point of contact in client matters, directing client workflows and relationships, Lindsay’s energy and tenacity are aimed at doing what is best for clients, which includes dynamic companies worldwide. Clients appreciate her deep subject matter expertise, hands-on attention to detail, and straightforward answers.

Dan DeLau
Corporate Tax Advisor
TaxOps

Daniel DeLau is a co-founder of TaxOps and a boomerang to our business tax advisory mission here at TaxOps. Following a promotion to partner at Ernst & Young, Dan co-founded TaxOps to bring all the best of the big firm knowledge to businesses without the bureaucracy. TaxOps today continues to offer the strength, experience, and resources of a national tax brand with the hands-on client engagement of a boutique firm.

More Tax News

• Auditor Independence in the Age of Private Equity: What CFOs Need to Know
• R&D Credits for Software Companies: Scrum Teams, Qualifiers, and Section 174 After OBBBA
• Section 174 Decoupling: What Tax Pros Need To Know State By State
• TaxOps Welcomes Sean Espy as Partner, Tax Minimization
• Your Tax Footprint Is Probably Bigger Than You Think: What Finance Leaders Need to Know About State Nexus

The post ASC 740: Impact on Your Financial Statements CPE first appeared on TaxOps.

Listen to our Premier Podcast Episode of “Tax Intelligence with TaxOps”

What creates a tax obligation in a new state?

In the premiere episode of “Tax Intelligence with TaxOps”, Marc Gordon, CPA, Head of State and Local Tax, and Lindsay Haskell, Partner of Corporate Tax at TaxOps, explore state nexus, the expanding rules that determine when businesses must collect and remit sales tax. They break down physical vs. economic nexus after South Dakota v. Wayfair, Inc., the risks of overlooking nexus exposure, and how Voluntary Disclosure Agreements (VDAs) can help companies resolve past liabilities and move forward in compliance.

Episode Highlights:
1. What nexus means for your business.
2. How Wayfair changed sales tax rules.
3. Risks of ignoring nexus.
4. Using VDAs to reduce past liabilities.

Tax Intelligence with TaxOps

This is the podcast where experienced tax professionals share clear, practical insight on today’s most complex tax issues–from SALT and federal tax strategy to ASC 740, tax minimization, and investment fun considerations. Each month, our experts break down what matters, what’s changing, and how to think strategically about tax–so you can make informed decisions with confidence. Listen today!

About TaxOps

At TaxOps, business tax is all we do. Our teams have the knowledge and focus to solve tax problems with practical tax answers. By hiring our Big Four-veteran leaders and experienced teams, you get tax strategists on your side supporting your strategy wherever business takes you. We deliver the strength, experience, and resources of a national tax brand with the hands-on client engagement of a boutique firm in federal, corporate, state and local and international tax as well as tax minimization strategies for businesses. For an introductory call, visit TaxOps.com/contact.

Read more

• Auditor Independence in the Age of Private Equity: What CFOs Need to Know
• R&D Credits for Software Companies: Scrum Teams, Qualifiers, and Section 174 After OBBBA
• Section 174 Decoupling: What Tax Pros Need To Know State By State
• TaxOps Welcomes Sean Espy as Partner, Tax Minimization
• Your Tax Footprint Is Probably Bigger Than You Think: What Finance Leaders Need to Know About State Nexus

The post State Nexus Demystified: Navigating Tax Compliance After Wayfair, Episode 1 first appeared on TaxOps.

Lindsay Haskell has been named Partner with TaxOps

TaxOps, an award-winning tax specialty firm, is pleased to announce that Lindsay Haskell has been named Partner. Since joining TaxOps in 2020, Lindsay has been an integral leader in the firm’s corporate tax practice, managing complex client engagements, strengthening long-term client relationships, and mentoring team members across the Federal Corporate Tax, State and Local Tax (SALT), and ASC 740 Tax Provision practices.

A trusted advisor to clients, Lindsay brings prior Big Four public accounting experience as well as in-house tax department leadership experience, allowing her to understand and navigate challenges from both perspectives. Clients value her deep technical expertise, thoughtful guidance, and hands-on attention to detail—paired with a straightforward, practical approach to solving complex tax challenges.

As Partner, Lindsay will take on expanded responsibilities across firm leadership, strategic growth initiatives, and team development. She will play a key role in shaping the future of the practice, advancing business development efforts, and continuing to deliver the high level of service TaxOps clients expect.

Please join us in congratulating Lindsay on her well-deserved promotion to Partner.

About TaxOps

At TaxOps, business tax is all we do. Our teams have the knowledge and focus to solve tax problems with practical tax answers. By hiring our Big Four-veteran leaders and experienced teams, you get tax strategists on your side supporting your strategy wherever business takes you. We deliver the strength, experience, and resources of a national tax brand with the hands-on client engagement of a boutique firm in federal, corporate, state and local and international tax as well as tax minimization strategies for businesses. For an introductory call, visit TaxOps.com/contact.

Read more

• Auditor Independence in the Age of Private Equity: What CFOs Need to Know
• R&D Credits for Software Companies: Scrum Teams, Qualifiers, and Section 174 After OBBBA
• Section 174 Decoupling: What Tax Pros Need To Know State By State
• TaxOps Welcomes Sean Espy as Partner, Tax Minimization
• Your Tax Footprint Is Probably Bigger Than You Think: What Finance Leaders Need to Know About State Nexus

The post TaxOps Announces Lindsay Haskell as Partner, Corporate Tax first appeared on TaxOps.

TaxOps ranks 24th in the 2026 Denver Business Journal’s Largest Accounting Firm List

TaxOps is honored to be recognized as one of Denver’s Top Accounting Firms by the Denver Business Journal, earning the No. 24 spot among the region’s leading firms.

“This recognition reflects what our clients value most—deep technical tax expertise paired with practical, strategic guidance,” said Allen Gregory, Federal Tax Partner at TaxOps. “Our clients are looking for a focused team of experienced professionals that understand tax complexity, anticipates risk, and deliver solutions. That’s exactly what our TaxOps team was built to do.”

Based in Denver, TaxOps plays a critical role in supporting clients nationwide by combining national level firm experience and expertise with a local firm approach. The firm partners closely with businesses, by acting as an outsourced tax department delivering income tax consulting and compliance, ASC 740 advisory, transactional, state and local tax, and R&D credit solutions.

TaxOps’ inclusion on the Denver Business Journal’s list underscores the firm’s continued growth and reputation for providing comprehensive, high-impact tax services designed to meet the evolving needs of businesses navigating an increasingly complex tax and regulatory environment.

To learn more about our services, talk to a tax advocate at TaxOps.

Read more

• Auditor Independence in the Age of Private Equity: What CFOs Need to Know
• R&D Credits for Software Companies: Scrum Teams, Qualifiers, and Section 174 After OBBBA
• Section 174 Decoupling: What Tax Pros Need To Know State By State
• TaxOps Welcomes Sean Espy as Partner, Tax Minimization
• Your Tax Footprint Is Probably Bigger Than You Think: What Finance Leaders Need to Know About State Nexus

The post TaxOps 24th on Denver Business Journal Largest Accounting Firm List first appeared on TaxOps.

Join TaxOps’ Lindsay Haskell and Marc Gordon for a 2-credit CPE course at Barbri on Mastering Multistate Taxation of C Corporations .

Mastering Multistate Taxation of C Corporations: Nexus, Federal Conformity, and Apportionment

Online Only | 2.0 Credits

Monday, March 9 | 1:00 PM ET

Introduction

This webinar will review the latest state guidance on the taxation of C corporations. Our panel of seasoned SALT professionals will review states’ treatment of federal provisions, evolving interpretations of Public Law 86-272, and standard apportionment methods. They will provide practical strategies to mitigate tax and risk for C corporations operating in multiple states.

Description

C corporations are taxed separately and apart from their owners. These corporations are also subject to double taxation, once at the corporate level and again when dividends are distributed to shareholders. These differences from flow-through entities create unique planning considerations and issues for multistate corporations. 

Determining whether a business has nexus in particular states is critical. State legislation regarding nexus determinations, nexus-creating activities, and exceptions under Public Law 86-272 is volatile and varies from state to state. Additionally, apportionment methods, factors, and specific activities that create nexus must be understood to allocate and apportion income by state properly. Tax practitioners advising C corporations need to be cognizant of the latest legislation to comply with state-specific guidelines.

Listen as Lindsay and Marc explain state taxation of C corporations, including federal conformity, income allocations, and practical applications and tips for businesses and advisers of multistate C corporations. 

Instructors:

Lindsay Haskell
Director of Corporate Tax
TaxOps

Lindsay Haskell has more than 15 years of public and private accounting experience in corporate, income tax provision and compliance as well as indirect tax experience. As a main point of contact in client matters, directing client workflows and relationships, Lindsay’s energy and tenacity are aimed at doing what is best for clients, which includes dynamic companies worldwide. Clients appreciate her deep subject matter expertise, hands-on attention to detail, and straightforward answers.

Marc Gordon
State & Local Tax Senior Manager
TaxOps

Marc Gordon brings over a decade of specialized experience in state and local income tax, as well as sales and use tax, for C-Corporations, Partnerships, and S-Corporations. Known for his proactive insight and client-first approach, Marc works closely with clients as a strategic partner, crafting tax approaches that align with and support their broader business initiatives.

More Tax News

• Auditor Independence in the Age of Private Equity: What CFOs Need to Know
• R&D Credits for Software Companies: Scrum Teams, Qualifiers, and Section 174 After OBBBA
• Section 174 Decoupling: What Tax Pros Need To Know State By State
• TaxOps Welcomes Sean Espy as Partner, Tax Minimization
• Your Tax Footprint Is Probably Bigger Than You Think: What Finance Leaders Need to Know About State Nexus

The post Mastering Multistate Taxation of C Corporations: Nexus, Federal Conformity, and Apportionment CPE first appeared on TaxOps.