Episode 9: OB3 & M&A: Our Top Five Considerations

Transcript

IRIS LAWS

On this episode, we'll look into ways OB3 affects M&A. Between purchase model updates, to election alternatives, to identifying more transactions with potential gain exclusions, we'll cover our top five considerations for those considering a transaction. We welcome Howard Wagner from our Washington National Tax Office and Todd Reinstein, a partner in our firm that focuses on structuring and M&A planning. From your one stop for tax updates and analysis, I'm Iris.

DEVIN TENNEY

And I'm Devin. It's Wednesday, September 3^rd, and this is Tackling Tax.

DEVIN TENNEY

Before we get started with our much-anticipated guests, we always start our show with four stories that we think might be most impactful to you. So let's dive right into these Fast Four stories of the week.

IRIS LAWS

Back in business. Congress is back from recess this week after the Labor Day holiday. By the end of September, they will need to pass 12 appropriation bills, or a continuing resolution, if they are to keep the government funded. So, there's a lot of activity coming our way, and, of course, we will keep you posted as we have updates.

DEVIN TENNEY

As an update from a prior episode, The U.S. and EU have issued a joint statement establishing a framework for a trade agreement. Now this is coming on the heels of previously released statements that both the U.S. and EU made separately. Considering that there were some discrepancies between these statements, the joint statement adds clarity and expands on the deal.

So, some highlights include that the EU will eliminate tariffs on all U.S. industrial goods while expanding market access for U.S. seafood and agricultural goods. On the other hand, the U.S. will apply the higher of the Most Favored Nation (MFN) tariff rate, or 15%, on EU goods. Then, beginning on September 1st of 2025, only MFN tariff rates will be imposed on certain EU products like cork and pharmaceuticals.

The EU also agreed to $750 billion in U.S. energy purchases, $40 billion in U.S. AI chips, $600 billion in investments by European companies into the U.S., and the purchase of military equipment.

IRIS LAWS

Devin, one point I didn't see in there actually was any sort of mention about digital service taxes, which I know as we've been talking in the past, are one of the things that President Trump's administration is, like, staunchly against. Any thoughts on whether this agreement will eventually address that issue or maybe not?

00;02;46;00 - 00;03;01;03

DEVIN TENNEY

No, you're right. It's not there at the moment. Actually, the European Commission's fact sheet on the agreement specifically notes that DSTs are not impacted by the deal. Now, whether that gets incorporated before the final agreement is made, we'll just have to wait and see.

IRIS LAWS

Keeping in a similar vein, some interesting developments on the trade front with China and India. So, the U.S. has a 50% tariff on India due to their Russian oil imports, which coincides with the Prime Minister of India touting their improved relationship with China. At the same time, the U.S. Treasury Secretary has said that the U.S. and China relationships are also improving, despite the looming deadline for the paused tariff rate increases on the country.

To quote Bessent, “China is the biggest revenue line in the tariff income, so it's if it's not broke, don't fix it. We have had very good talks with China. I imagine we'll see them again before November.”

DEVIN TENNEY

On a lighter note, one of my favorite topics for Fast Four is the leadership changes at Treasury and the IRS. This time around, Michael Falconer, the Deputy Treasury Secretary, is resigning. Now, you may remember that name because he was one of this year's many IRS commissioners. Jim Wang will take over as acting international tax counsel at Treasury, replacing Lindsay Kitzinger.

Lastly, three individuals were placed on administrative leave. Executive Director of Online Services Karen Howard, Tax Exempting Government Entities Division Leader Robert Choi and Chief of the Direct File Program Bridget Roberts.

IRIS LAWS

So, Devin, is this an indication of the future of those respective areas or what's going on?

DEVIN TENNEY

You know, it would really just be speculation for me to comment there. But obviously there have been a lot of changes to leadership lately.

IRIS LAWS

For sure. And we'll keep those updates coming as we get them. But with that, let's move on to the main attraction of today, our segment called Planning Insights.

And today's segment of Planning Insights, we have Howard Wagner and Todd Reinstein here to talk about their top five ways that the One Big Beautiful Bill Act, or OBBBA, or OB3, or however you want to call it, impacts those considering M&A transactions. Howard is part of our Washington National Tax office, focusing mainly on corporations, section 1202, debt instruments, and more.

Todd Reinstein is a partner located in Washington, D.C., that serves clients of all kinds but has a special affinity for structuring and efficient M&A planning. Welcome to Tackling Tax, Howard and Todd. Howard, let's start with you. You came to us with a list of your sort of top five things to think about with OBBBA and M&A. What's the first point you'd like to talk about here?

HOWARD WAGNER

Yeah, I think the first thing I'd like to talk about, and it was one of the most significant provisions that businesses wanted out of the tax legislation, was some relaxation of the rules regarding deductibility of interest. When the Tax Cuts and Jobs Act came in 2017, they placed a limitation on a taxpayer's ability to deduct interest expense.

It's gone through some changes over the years, but prior to OBBB, a taxpayer could only deduct interest expense up to effectively 30% of tax basis EBIT earnings before income taxes. They made a change effective for the ‘25 tax year and beyond that allows a deduction of interest expense now up to the 30% of tax basis EBITDA. So now when you compute your base that your deduction is based off of, that 30% base includes the company's depreciation and amortization.

There's often quite a bit of debt financing involved in M&A transactions. The 30% of EBIT limit was providing a significant constraint on acquirers to deduct interest expense. And this change should give some breathing room to folks to take some increased interest expense deductions.

IRIS LAWS

So, I'm hearing it's an overall taxpayer favorable consideration. Is that right?

HOWARD WAGNER

Overall taxpayer favorable consideration in as you're doing your financial models for, you know, what you're going to look like after the deal, what type of interest expense deductions you're going to take, you're going to be able to factor in some additional interest deductions as you make your decisions on how to do the debt versus equity mix on your deals.

IRIS LAWS

Perfect. Todd, I know there's a little more nuance. We're getting a little tax technical here, but could you talk about another little bit of this interest limitation change with OBBBA?

TODD REINSTEIN

Yeah. You know, well, one of the things that was really interesting is when you had the 30% EBIT limitation that Howard was mentioning on your interest expense deductions. As you can imagine, there are a lot of taxpayers who sought to engage in tax planning and look for ways to potentially capitalize that interest expense or interest cost to shorter-lived assets as a way to kind of recover that interest expense sooner than later.

And the IRS had taken a dim view of this, you know, in the past. And one of the interesting things that was included in this bill was actually a provision that stated for years after 2025, taxpayers could no longer capitalize interest as to these items as opposed to deducting and so was going to be subject to this 163J limitation.

One of the interesting things is it says for years after ‘25, but it doesn't explicitly say that means for years before that it was an opportunity. In other words, it doesn't necessarily mean that the IRS has taken a different view on years before ‘25 or not. It just says for sure for years after ‘26.

So, just thought we'd highlight that is in the bill. If there are taxpayers out there who are looking to, do any of this planning, whether it's whether it's viable or not.

DEVIN TENNEY

Howard, I know that bonus depreciation was another big topic of OB3. Can you maybe give us a high-level rundown of what changed there and how that's going to impact transactions?

HOWARD WAGNER

So, bonus depreciation has had a couple of different lives and variations along the way. Bonus depreciation as enacted by TCJA had a phase out. So, you would have gotten 40% bonus depreciation in 2025. And then it would have eventually phased out, I think, by 2027 down to zero. Bonus depreciation is back with 100% bonus depreciation for most tangible, personal property acquired after January 19th, 2025.

So, whether you're buying assets as part of your business or whether you're buying assets as part of a business acquisition for most of your five-, seven-, and 15-year property, you'll be able to take 100% bonus depreciation and deduct that in the year that it's purchased, rather than taking the depreciation over a period of time. What that means if you're doing an asset deal, is you'll be able to deduct a lot of the amounts allocated to PP&E in year one, rather than over time, big time value of money benefit.

And it's another one of those things that as you're modeling whether to do a stock deal or an asset deal, the additional cash flow of getting the deduction up front has a time value of money benefit that puts money in your pocket. Now, Todd, I guess one of the things we run into from time to time is, as a buyer, we want to buy assets, and as a seller, the seller wants to sell stock, especially in certain situations with pass-through entities or corporations that are going to have, you know, double tax on the gain.

You know, I guess as you're thinking about this, as you're advising a buyer, I guess they need to update their models to figure out how quickly they're going to get the benefit versus where they're going to get it before and if they're going to potentially pay a gross up to the seller. This might give them some more flexibility in making the numbers work on the gross up?

TODD REINSTEIN

Yeah, I think so. There's clearly more modeling that's involved for that particular reason. The other thing is, I think it creates kind of an interesting negotiation tool. You know, I've seen this before in the past where you have buyer and seller. Clearly, you know, the buyer wants this provision. The seller has to maybe affirmatively agree to the, you know, to make the election, depending on the type of transaction and the timing of the deal.

And so, sometimes it comes down to who's going to get the value of making the selection from a cash perspective. And you're 100% right. The only way you could even get there before you even negotiate is to actually model this out under either scenario, asset or stock deal, and sort of figure out what the ramifications of each are.

IRIS LAWS

Well, all wonderful points. I think, you know, in your intro, Howard, we introduced to you as “The 1202 Guy” a little bit. So, I do know that was one of the things in OB3 was some changes to section 1202. So that is a code section I know not everyone is familiar with. Could you give us to start sort of like a thousand-foot explanation of the opportunities there and what we're talking about?

HOWARD WAGNER

Section 1202 may be one of the most powerful incentives in the tax code. What it effectively says is if you're a non-corporate taxpayer, i.e., individual, estate, trust, and you make an investment in a C-corporation, and under the existing rules, if at the time you made that investment, the C-corp had generally assets of $50 million or less, and if you held that stock for at least five years, then upon the sale of the stock, you could exclude from your income the greater of 10 times your tax basis in the stock, or $10 million, there are some restrictions that come into play. There's not every business is eligible for 1202.

There's a lot of things where you think you're going to get 1202 and something intervenes and you find out it's not going to be available based on your company-specific fact patterns. There's some very significant details you need to get over, but if you think about it, if you invest $10 million in a business and you sell that business for a big profit, you can exclude up to $100 million. I mean, it's a very powerful tax benefit. They made three changes in 1202 effective for stock issued after July 4th of 2025. The first one is the size of the business that's eligible for 1202.

Under the old rules, the company had to have assets at, including the amount of money you put in for stock, of $50 million immediately after you issued the stock. That is now, that threshold is now been raised to 75 million. So some good-sized businesses can qualify for this. The second thing they did is they increased the gain threshold.

It used to be ten times basis, the greater of ten times basis or $10 million. Now it's the greater ten times basis or $15 million. You know, where that really matters is if you put $1 million into the stock and had a very large gain, you were going to be capped at $10 million under the old rules.

Now you'll be able to get $15 million of exclusion. The other thing they did, and this is really a welcome benefit, is there's a new scaled exclusion. Under the old rules, you had to get to five years. If you got to five years, it was a full exclusion. If you were at four years and 364 days, you got no exclusion.

And Todd and I have both had a lot of conversations with clients along the way over the years who three and a half years in, they get the offer of a lifetime. They know they'll never get that kind of money for their company again. They may also know that due to potential changes in their business environment or competitors, that the company might be worth less a year and a half from now, when they get to the five years, than they were before.

And they, you know, Todd, they had some real tough decisions to make on do I sell and pay tax or do I hold out for five years and get the exclusion? We've got a new scaled exclusion now that gives you a 50% benefit after three years, 75% benefit after four years, and then full benefit after five. When you're selling it before five years, the gain is taxed at a 28% rate.

So the 50% exclusion means you pay tax at 14%. The 75% exclusion means you pay tax at 7%. It just gives people a lot of flexibility to make good business decisions and still participate in the power of section 1202 and what it offers without having to make some really tough choices.

TODD REINSTEIN

Yeah, I totally agree. You know, the other thing, and you and I have talked about this: private equity traditionally backed away from this provision, even though it would be super beneficial to the LPs on their investments and in their portfolio. And it was always the five-year cliff, right? They might look at the duration of the fund was less than five years.

They didn't want to spend the time and the money investing in and qualifying for 1202. This has totally changed the game, even if it's a partial benefit. It's something that they're completely seeking out. Now, when you look at smaller mid-market private equity companies, as they make their investments into various portfolios, I think that they are, you know, there really is a strong demand in looking at this now.

HOWARD WAGNER

I mean, we're spending a lot more time on it than we have in the prior six months, that's for sure.

DEVIN TENNEY

Todd, I want to shift to you and talk about a provision that has caused me more frustration than arguably any other provision in the Internal Revenue Code, and that’s section 382. I know that the OB3 didn’t necessarily make any direct changes to section 382, but as I understand, there are other changes that indirectly have impacted that code section. Can you maybe walk us through that? What is 382? And then what were those other indirect changes that are going to impact that?

TODD REINSTEIN

Well, first of all, Devin, I'm sorry to cause you so much pain and angst, but, really high level, all the provision does is it says if you have a corporation and it's carrying forward attributes, typically we think about this as net operating loss carryforwards.

If that corporation, we look at all of the 5% shareholders by value, and we look at how much their ownership is on a given equity or testing date, and we look at what that number is, and then we look back three years over the testing period and we say, what's the lowest point that that same 5% shareholder owned, and we take the difference between what they own today and whatever that low was over the sort of three year rolling window, and that becomes a shift in ownership. And then we aggregate all those shifts in ownership and if they are greater than 50%, the company’s considered to have had an ownership change. And if there has been an ownership change, then the tax losses are limited, based on the value of the company immediately before the ownership change.

All the code says that you do is you take the value immediately before times whatever the long-term tax-exempt rate, like whatever the municipal bond rate was for that month, multiply that and then that becomes an annual limitation of the amount of losses that you can use.

There's obviously, as you said, because it's very painful, there's some more mechanics and some other, you know, bigger issues within 382. But those are the basics. Now, the OBBBA didn't change any of that. They haven't had a change, I would say, to the 382 code other than in TVJA by adding the 163J interest as a carryforward item subject to limitations that Howard had talked about at the beginning of the podcast in a very long time.

But there are some planning ideas around some of the other operative provisions, I would say, when in M&A context. You know, Howard did a really good job of explaining bonus depreciation. You know, that negotiation that we were talking about between a maybe a buyer and seller and whether we should make the election to expense the tangible personal property that were purchased?

Well, if you think about it, if you're going to undergo an ownership change and that extra depreciation from the bonus is only going to augment the net operating loss carrying forward, and then it's going to be subject to this limitation. Well, maybe making that election is not so great from a buyer’s perspective. Maybe you'd rather hang that up and have traditional MACRS depreciation spreading out that, sort of, depreciation deduction over a period of time, as long as you're not in a net-unrealized built-in loss company, which means that the tax basis over the overall assets is greater than the value.

That could be a great planning technique. And as a buyer, it's something you might want to negotiate with the seller if they haven't made the election already prior to your purchase. You may say hold off on doing that. I'd rather you capitalized and continue to amortize or depreciate that. Let's say over, like Howard said, 5, 7, 15 years, whatever the number is. So that's kind of a deal point to think about from another provision that kind of effects 382, because we don't want to box ourselves in and limit those costs.

Same thing here with capitalized research costs. You know, one of the big things people cried about was, in TCJA, was this requirement, I believe starting in 2022, that you capitalize your research and experimentation credits going forward and then amortize those over either five years or 15 years.

They've changed that in this bill. Well, hurrah. That's great. I can elect just to go ahead and expense them like before. But just like I mentioned with the bonus depreciation, if you're just enhancing or augmenting or adding on to your NOL, it's going to be limited.

Maybe you're better off capitalizing those expenses and spreading them out over a period of time. That's a common technique you've always seen because there used to be, in the AMT regs, there was an election you could do and spread out your research costs over 10 years. That was sort of a common technique for life science and technology companies that were most of their costs, they were pre-revenue, were just incurring all these costs and research and experimentation. It was routine to do that, to avoid the impact of 382 so that was a way to ameliorate that issue by pushing off the cost till after the ownership change occurs. And those strategies can also have an impact on one other component of 382.

When they came out with 382, people cried about it to Congress and they said, wait, this is very unfair. What if I had kind of a built-in gain asset on my books prior to the ownership change, and then I sold it after? Congress 1980s, yeah, we agree with you, so we'll let you match pre-change gains with pre-change losses, right? And those are called recognized built-in gains.

The good news for that is, in 2003 the IRS even expanded what that definition was and said you can look at, like, even just the overall enterprise value as a built-in gain asset. So, by electing these and making them capital, you may or may not, you have to model it out kind of like we were talking about before, you may have an impact on what your built-in gain is following an ownership change, on whether you made one of these elections or not.

Again, that's part of it because the built-in gain can increase your 382 limitation if you have enough of it and it makes enough sense. So a lot of details there for a short explanation, but the bottom line is you need to consider it and model it out.

HOWARD WAGNER

And you know, Todd, one thing that's interesting about this one compared to the others, most of the others have been in the context of I'm selling my company to somebody else and giving up control. This comes into play for a lot of growth stage businesses as they're going through capital raises and having shifts in ownership as a result of those capital raises.

Or, alternatively, if you've got a business that has maybe had a negative turn of events and is doing some capital raising that, you know, these can also come into play as well. So, this one has a little more broader applicability than just your traditional buy-sell situations.

TODD REINSTEIN

Absolutely. Capital raises are huge. You can have a huge impact if they're not the same investors, right? If you have the exact same investors, same percentages, and your A, B, C, D rounds, whatever, you typically don't have a change. But that's very uncommon. You usually have new investors coming in at different rounds, maybe with different amounts. And that can cause a change in ownership when you incurred the losses, creating a limitation.

I'll tell you, the other area that's coming up constantly these days is you might have a foreign parent that owns 100% of a U.S. subsidiary and think, so these rules don't apply to me, or they're doing M&A with those U.S. subsidiaries which have losses. This is what's 100% owned. There's no change in ownership. These rules looked all the way up the chain to indirect ownership and something that you need to consider in an M&A context, even if you're doing cross-border deals and you have a U.S. subsidiary that has these potential tax attributes. Great point you brought up.

IRIS LAWS

Well, that's a lot of corporate talk for a girl who's grown up with partnership tax as her favorite, you know, part of the code. So, Howard, can we move on to, you know, flow-through entities, partnerships, S-corporations, that kind of thing? And maybe how OB3 affects them?

HOWARD WAGNER

Yeah, a couple things to consider with flow-through entities, especially on the sell side. One is with TCJA we got the $10,000 SALT cap. What states immediately did for pass-through entities was develop alternate tax systems where the pass-through entity, the partnership, or the S-corporation pays the tax on behalf of the owners. It is styled and approved through an IRS notice that is of questionable technical merit, but nevertheless blessed by notice 2020-75 that basically says when you have these alternate tax regimes, you can have the business pay the tax on behalf of the individuals.

It's treated as a business tax deduction, not an itemized tax deduction of the individual. And it gets you around the deduction limitations of the itemized deductions. And in certain situations may get you around some of the alternative minimum tax issues as well that you have with these. There was a lot of talk as the legislation progressed as to whether these pass-through entity tax benefits would be curtailed or eliminated, or only allowed for certain businesses. Through the negotiation process that they went through to get the deal done, these were maintained.

The good news is they were maintained. Where it gets interesting is how you use them. If you start with the assumption that Todd and I own, 50-50, an S-Corp and we're going to sell our S-Corporation stock to Devin for cash. If we sell our S-Corporation stock to Devin for cash, that's viewed as a sale of the stock of the company rather than business income of the company.

And for the most part, there's a few states who interpret this differently for the most part, you won’t be able to use your state and local tax workaround on that transaction because that's going to hit your individual return, not the face of the business return. So, the immediate thought would be, well, geez, Todd and I should have the company sell its assets to Devin and then liquidate.

And if we do that, then that would get us into it being business income of the S-corporation or of the partnership, as the case may be, and would be able to use the state workarounds. If you just stop there, that's a great answer because you can get a full state tax deduction. The problem you run into in S-Corps, and to a lesser extent with a partnership, you maybe have the same problem with a partnership whether you sell interests or assets. When you sell the assets of the business, you have the potential for taking what would have been capital gain and turning it into ordinary income. That would be subject to the 37% tax rate, rather than the 20% capital gains rates.

So, at first blush, you would say, I would always want to have the business entity sell assets to take advantage of the pass-through entity tax. And the buyer may like that because they get their step up. The flip side is you may end up with more ordinary income. And if your buyer’s not giving you a gross up, you may cost yourselves more in ordinary income than you save yourselves in state taxes.

It's just added complexity to how you go about disposing of your pass-through entity. Todd, I think we've all been through a myriad of variations on that calculation, but selling the business entity versus selling the assets definitely has an impact on the pass-through entity taxes and the ability to take it.

TODD REINSTEIN

Yeah, absolutely. And it all comes down to modeling, right? I mean, yeah don’t you think?

HOWARD WAGNER

Yeah. You know, there are some states now that will treat the sale of the interest as a sale of the underlying assets in an attempt to impose the tax on out-of-state folks. So that comes into play as well. There's another provision that was put out there in TCJA in 2017 that was supposed to expire in ‘25. Then it was supposed to expire in ‘28 or after ‘25. Then it was supposed to expire in ‘28 or ‘29. And now it's been made permanent. Section 461 L.

And what it says is, as an individual, you can't deduct trade or business losses in excess of $600,000. After that, it becomes a net operating loss deduction that's deductible in the next taxable year. So, for example, if I put $10 million into a business and I'm active in the business and in year one, I get a K-1 from a partnership or an S-Corp that says I lost $5.6 million, I get to deduct $600,000, and $500,000 becomes a net operating loss deductible in the next year, subject to the 80% limits.

So that's just an example in general as to how these limitations work. When you are disposing of a pass-through entity, there's a myriad of problems that can come into play with the interplay of this 461 L rule, and with the disposition of an interest. Say I've got that same pass-through entity, and I've continued to have losses, and now I've got a loss that's been suspended in excess because of basis limitations.

When I sell my pass-through entity at a gain, that's generally going to free up the suspended losses. If the partnership or S-Corp is selling its interest, I'm sorry, selling its assets, that's going to be trade or business income, that frees up these losses. So, say I've got a suspended loss carryforward of $1 million. The partnership or S-Corp sells its assets at a gain of $10 million. I'll generally be viewed as having trade or business income of $9 million, the $10 million of gain from the sale, offset by the $1 million loss carryforward. And I'll go on my way and I won't have any limitations.

If, instead, what happens is I sell the stock of the S-Corp, you've got to, and record the gain that way, you've got a fundamental question as to whether or not the sale of the S-Corp and potentially the sale of a partnership as well, gives rise to what's defined as trade or business income that allows you to free up the trade or business loss that's carried forward.

It could be something carried forward because of basis limitations that frees up. It could be something carried forward because of the interest expense carry-forward rules upon sale that frees up a lot of different situations where this can come into play. There hasn't been any guidance on this yet. We hope to get some at some point, but selling your partnership or S-Corp interest with freed-up suspended losses can be an unwelcome surprise, or at least add a lot of risk to positions you take on a sale.

So that's just something to watch out for on the exits from pass-through entities. We thought this problem would eventually go away, but now the provision has been made permanent.

IRIS LAWS

And here we are. So, all good things. Those are, you know, five of what we see as some of the most important considerations from OBBBA when we're talking about M&A transactions. So a big, big thank you to Howard and Todd here. Our dynamic duo. We hope to have you back here on the show soon. And thank you for your time today.

DEVIN TENNEY

Thank you both. Iris, it seems like there is a reoccurring theme across episodes here, and that is one of modeling.

IRIS LAWS

For sure. I think we heard, you know, Mike Cornett, who was on the show, what, two episodes ago, Devin, talk about modeling. And in this, you know, in the realm of international tax. And here we are again with M&A. So, just wanted to call out that here at Forvis Mazars we actually do have some new modeling service offerings within relation to OBBBA, and if you're interested in that, whether it be because, international tax considerations, you have a transaction or just looking at your year-end tax provisions, reach out to us, you can get us on our website or the Washington National Tax Office website as well. And we'd be happy to connect you with the right folks. So, thanks for that.

DEVIN TENNEY

Each episode will bring you what we call a Focused FORsight of the week, an article or recording that might be of interest to you. This week's Focused FORsight is an article titled “Beginning of Construction Notice 2025-42, Solar and Wind Facilities.” Now, you may remember from previous episodes that we've talked about President Trump's executive order for Treasury to issue guidance about beginning of construction dates with relation to solar and wind projects. The resulting notice has just come out, and we take a look into it in this FORsight. So, you can always access our FORsights on the Washington National Tax Office website or at the Forvis Mazars U.S. website more broadly.

IRIS LAWS

And that's our show. Thanks for joining. Remember to subscribe and listen for the next episode of our podcast. Until next time.

ANNOUNCER

The information set forth in this podcast contains the analysis and conclusions of the panelists based upon his, her, or their research and analysis of industry information and legal authorities. Such analysis and conclusions should not be deemed opinions or conclusions by Forvis Mazars or the panelists as to any individual situation as situations are fact-specific. The listener should perform their own analysis and form their own conclusions regarding any specific situation. Further, the panelists’ conclusions may be revised without notice, with or without changes in industry information and legal authorities.

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