2026 ISSUE 1 OFFICIAL PUBLICATION OF THE NEBRASKA SOCIETY OF CPAs ADVANCING OPPORTUNITY. PAGE 8 Profession. Strengthening the
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■ Corporate Taxation ■ Partnership/LLC/Sub-S Entities ■ Estate & Gift Taxation ■ State & Local Taxation ■ Mergers & Acquisitions ■ Bankruptcy, Reorganizations & Restructuring ■ Tax Protests, Disputes & Litigation ■ Real Estate ■ Individual Taxation ■ Charitable Planning ■ Nonprofit Organizations ■ Employee Benefits & Executive Compensation A partnership that gets everyone where they want to go. You help your clients plot out prudent tax decisions. We can help them navigate the potential pitfalls and opportunities of today’s complex tax environments. Together, we can map out their routes to success. Contact Us Today. 402.390.9500 | koleyjessen.com/services-tax Helping CPAs statewide, Koley Jessen can be your tax law navigator.
BOARD OF DIRECTORS JONI SUNDQUIST NESCPA PRESIDENT & EXECUTIVE DIRECTOR joni@nescpa.org KELLY EBERT VICE PRESIDENT kelly@nescpa.org MICHELLE LYONS STAFF ACCOUNTANT & OFFICE MANAGER michelle@nescpa.org LORI VODICKA MEMBERSHIP & CPE ASSISTANT lori@nescpa.org OFFICERS BOARD MEMBERS NESCPA STAFF JODI M. ECKHOUT CHAIRMAN Woods & Durham, Chartered Holdrege JUSTIN M. HOPE CHAIRMAN-ELECT Eide Bailly LLP Elkhorn HEATHER E. BARR SECRETARY Endicott Clay Products Co. Endicott GRANT H. BUCKLEY TREASURER Buckley & Sitzman LLP Lincoln DERRICK J. BLUM DIRECTOR Iron Horse CPAs & Advisors PC Norfolk LAUREN E. BOND DIRECTOR Deloitte & Touche LLP Omaha LAURIE ANN J. BUHLKE DIRECTOR Contryman Associates PC Grand Island NICOLE L. COOPER DIRECTOR Project Harmony Omaha MARK F. DUREN DIRECTOR Lutz Omaha LORRAINE A. EGGER AICPA ELECTED REPRESENTATIVE Ashland RICHARD D. GIFFORD WEST NEBRASKA CHAPTER PRESIDENT Richard D. Gifford, CPA Scottsbluff BRIAN M. KLINTWORTH IMMEDIATE PAST CHAIRMAN HBE LLP Lincoln KELLY A. MANN AICPA AT-LARGE REPRESENTATIVE AuditMiner Gretna JILL R. TRUCKE DIRECTOR University of Nebraska-Lincoln Lincoln 402-817-1000 endacotttimmer.com The wealth transfer legal professionals. Kent Endacott and Patrick D. Timmer are both fellows in the American College of Trust and Estate Counsel, the nation’s top trust and estate attorneys. 4 Nebraska CPA
HANNAH FISCHER FREY, J.D., LL.M. 402.636.8345 hfrey@bairdholm.com JESSE D. SITZ, J.D. 402.636.8250 jsitz@bairdholm.com PARTNERS YOU CAN COUNT ON Business succession and exit planning Mergers, acquisitions, and reorganizations Partnership taxation drafting and compliance Legal structuring for tax credit, tax incentive, and alternative financing Section 1031 exchanges Wealth transfer drafting, including estate and gift tax considerations Nonprofit exemption applications and compliance Legal representation before the IRS, state, and local authorities on tax matters
23 14 C O N T E N T S 8 ©2026 Nebraska Society of Certified Public Accountants | Memberlink Solutions DBA The newsLINK Group LLC. All rights reserved. The Nebraska CPA is published six times each year by The newsLINK Group LLC for the Nebraska Society of Certified Public Accountants and is the official publication for this society. The information contained in this publication is intended to provide general information for review, consideration and education. The contents do not constitute legal advice and should not be relied on as such. If you need legal advice or assistance, it is strongly recommended that you contact an attorney as to your circumstances. The statements and opinions expressed in this publication are those of the individual authors and do not necessarily represent the views of the Nebraska Society of Certified Public Accountants, its board of directors, or the publisher. Likewise, the appearance of advertisements within this publication does not constitute an endorsement or recommendation of any product or service advertised. Nebraska CPA is a collective work and as such some articles are submitted by authors who are independent of the Nebraska Society of Certified Public Accountants. While the Nebraska CPA encourages a first-print policy, in cases where this is not possible, every effort has been made to comply with any known reprint guidelines or restrictions. Content may not be reproduced or reprinted without prior written permission. For further information, please contact the publisher at (855) 747-4003. ISSUE 1, 2026 EDITORIAL: The Nebraska Society of CPAs seeks to reflect news and relevant information to Nebraska and other news and information of direct interest to members of the Nebraska Society of CPAs. Statement of fact and opinion are made on the responsibility of the authors alone and do not represent the opinion or endorsement of the Nebraska Society of CPAs. Articles may be reproduced with written permission only. ADVERTISEMENTS: The publication of advertisements does not necessarily represent endorsement of those products or services by the Nebraska Society of CPAs. The editor reserves the right to refuse any advertisement. SUBSCRIPTION: Subscription to the magazine, a bi-monthly publication, is included in membership fees to the Nebraska Society of CPAs. PRESIDENT’S MESSAGE 8 Advancing Opportunity. Strengthening the Profession. By Joni Sundquist, Nebraska Society of CPAs COUNSELOR’S CORNER 10 Limitations of Privilege in Valuation-Driven Planning By Nathan G. Patterson & Haley Faust Leise, Koley Jessen 12 Honor Roll for the Foundation of the Nebraska Society of CPAs Thank You for Supporting Future CPAs! 14 Honoring a Lifetime of Professional Commitment STATE TAX BRIEFING 15 An Update: Impact of LB644 on Existing Incentive Contracts By Nick Niemann & Matt Ottemann, McGrath North Law Firm 18 Buyer Beware: Successor Liability in Business Acquisitions By Hannah Fischer Frey, Carrie Schwab & Christopher Thorpe, Baird Holm LLP 20 Four Ways to Simplify Your Financial Life By Union Bank & Trust 21 Tax Court Reviews Estate Residue Transferee Liability By Bryan P. Robertson, CPA, JD, Trust Services Director, FNBO 23 Nebraska Department of Agriculture Programs Support Nebraska Farmers By Holle Evert, Nebraska Department of Agriculture 24 Making the Transition Work — It Takes Two By Accounting Practice Sales 26 AI Takes Center Stage at the AICPA National Tax Conference Insights & Reflections from the 50th Annual Event By Erica Parks, CPA, Forvis Mazars 28 AI’s Next Five Trends for 2026 What Organizations Need to Know By Chuck Gallagher 30 2026 NESCPA Advertiser Index 31 Welcome New Society Members 31 In Memoriam
Once again, The Best Lawyers in America® has recognized 46 McGrath North attorneys in the full range of specialty practice areas key to supporting businesses of all sizes across a broad range of industries, and 27 attorneys have been recognized for 10 years or more! McGrath North invests time, energy and resources to build a culture of professional excellence and integrity that produces results for our clients to make lives better. INSPIRED BY EXCELLENCE. COMMITTED TO SUCCESS. SEE THINGS DIFFERENTLY. Collaborating with companies and CPA firms on: State Tax Audits • State Tax Appeals • State Tax Planning • State Tax Incentives State Business Incentives • Site Development Incentives • Property Tax Appeals Nick Niemann, JD State & Local Tax & Incentives Attorney Partner, McGrath North (402) 633-1489 nniemann@mcgrathnorth.com www.mcgrathnorth.com | www.nebraskastatetax.com | www.nebraskaincentives.com Matt Ottemann, JD, LLM State & Local Tax & Incentives Attorney Partner, McGrath North (402) 633-9571 mottemann@mcgrathnorth.com
MOMENTUM MATTERS. AND RIGHT NOW, THE CPA profession in Nebraska has it! LB718—legislation that will create an additional pathway to CPA licensure in Nebraska—has been approved and signed by the governor. This is a defining moment for our profession and for the future of Nebraska’s accounting workforce. LB718 adds a pathway to CPA licensure requiring a bachelor’s degree and two years of experience, while maintaining the bachelor’s plus 30-hours or master’s degree pathways with one year of experience. No matter the pathway, passage of the Uniform CPA Exam is always required. In many ways, LB718 is a bit of “back to the future”—bringing back a bachelor’s-plus-experience route that echoes the profession’s earlier entry model, before Nebraska’s 150-hour exam-eligibility standard took effect in the early 1990s. At the same time, this approach reflects today’s realities. It preserves rigor and public protection while expanding access, helping Nebraska compete, recruit, and retain talented professionals in a changing workforce environment. Reaching this point did not happen by accident. It reflects more than a year of thoughtful preparation, careful collaboration, and advocacy by members of the Nebraska Society of CPAs and Nebraska Board of Public Accountancy, volunteer leaders, educators, and ADVANCING OPPORTUNITY. Strengthening the Profession. PRESIDENT’S MESSAGE BY JONI SUNDQUIST, NEBRASKA SOCIETY OF CPAs stakeholders across the state. We are grateful to our chairman, Jodi Eckhout of Woods & Durham Chartered in Holdrege, for her clear and compelling testimony on behalf of the Nebraska Society of CPAs. She conveyed why modernizing licensure pathways is a “thoughtful, balanced solution that protects the public, removes unnecessary barriers for students, and helps ensure Nebraska has a strong, sustainable CPA workforce” and why now is the time to act. We also extend sincere thanks to Drew Blossom of Omaha for testifying in support of the bill on behalf of the Nebraska Board of Public Accountancy. The partnership between the Society and the State Board has been instrumental in ensuring that LB718 strikes the right balance between workforce opportunity and the high standards that protect the public and uphold the integrity of the CPA license. BUILDING RELATIONSHIPS WITH POLICYMAKERS Advocacy was also front and center at the Society’s annual State Senators’ Reception & Dinner, held at The Cornhusker Marriott’s Renaissance Room on Jan. 6. The room was filled with meaningful conversations between CPAs and policymakers—discussions about tax policy, workforce challenges, economic growth, and the vital role our members play in communities across Nebraska. Relationships built and strengthened during evenings like this make legislative progress possible. As a result, we are advancing the accounting profession, expanding opportunity, and ensuring Nebraska businesses and communities continue to benefit from trusted, highly qualified CPAs for decades to come. WIDENING THE PIPELINE While we celebrate legislative advancement, we are equally focused on building the pipeline—and widening it. For the 2026–2027 academic year, the Foundation of the Nebraska Society of CPAs will launch several brand-new 8 Nebraska CPA
scholarships at six Nebraska community colleges. These awards are designed to support students who intend to continue their education at a four-year college or university in Nebraska and plan to spend their career in the state. By investing earlier, we are creating stronger, more accessible pathways into the profession across our state. Our Foundation’s Honor Roll of donors (see page 12) reflects the generosity and commitment of members and friends who believe deeply in the future of this profession. Your contributions fund scholarships, educational outreach initiatives like JoinTheFun.cpa, and programs that encourage students to pursue accounting and the CPA designation right here in Nebraska. You are not simply giving—you are investing in the profession’s next generation of trusted advisors. All of this represents meaningful progress, but it is also part of a larger story. A story of a profession that adapts without compromising standards. A story of leaders who step forward. A story of members who advocate, mentor, donate, and engage. Thank you for being part of that story. Joni Sundquist is president and executive director of the Nebraska Society of CPAs. You may contact her at (402) 476-8482 or joni@nescpa.org. Jodi Eckhout (pictured above) and Drew Blossom (pictured below) testifying in support of LB718 before the Nebraska Legislature’s Banking Committee. 9 nescpa.org
VALUATIONS PLAY A CRITICAL ROLE IN BUSINESS, TAX, and wealth transfer planning, and are often the culmination of work from several of the client’s professional advisors. With the results of a professional valuation being subject to outside scrutiny, practitioners should understand the limits of attorney-client privilege and work-product protection in this context and structure engagements to preserve confidentiality where it genuinely advances legal advice. For CPAs partnering with counsel, the practical question is when valuation work is truly in service of legal advice and when it constitutes ordinary-course business analysis. WHAT’S PROTECTED Attorney-client privilege protects confidential communications when given to provide legal advice and, under certain circumstances, can extend to non-attorneys whose involvement is necessary to deliver that advice. This principle arose in the Second Circuit’s decision in United States v. Kovel, which compared certain non-attorney roles (i.e., an accountant) to interpreters assisting attorneys in understanding client communications so they can provide legal advice. In light of Kovel, attorneys began engaging other professionals on their client’s behalf through “Kovel letters,” which establish the professional’s role in the engagement in an attempt to extend attorney-client privilege to the communications between the attorney and the other professional. The protection provided under Kovel examines the substance of the engagement: the non-attorney must be engaged to facilitate legal advice, not to provide independent business advice or routine accounting services. For CPAs and other professionals engaged by attorneys on behalf of a client, this means routing valuation-related factual development through counsel only when it is genuinely necessary to enable legal advice, rather than for ordinary business purposes. The work-product doctrine can be broader in scope, shielding materials prepared by or for counsel in reasonable anticipation of litigation. In valuation services contexts, however, this threshold is often difficult to meet. Some adversarial administrative proceedings may qualify, but ordinary IRS examinations are frequently viewed as non-litigation planning settings, making the showing highly fact specific. As a result, many planning stage valuations, particularly those created to support transactions or tax filings, may fall outside classic work-product protection. WHAT ISN’T Kovel does not provide a blanket privilege to client consultants. Courts often view valuation work as business, not legal, so privilege extends only when the professional’s role is truly necessary for legal advice—not merely performing independent valuation services. Simply calling an appraiser a “Kovel consultant” is not sufficient on its own to take advantage of this protection. This is especially relevant in estate, tax, and wealth-transfer planning. Valuations prepared to support gift or estate tax positions are often completed well before any controversy exists. Even though practitioners may reasonably expect scrutiny, courts frequently characterize such valuations as part of the ordinary course of planning, not as litigation-driven work product. Additionally, once a matter goes to court and the appraiser or other professional has been designated a “testifying expert,” communications and materials shared with that expert are generally discoverable to the extent considered in forming opinions. By contrast, consulting-only experts (never designated to testify) COUNSELOR’S CORNER LIMITATIONS OF PRIVILEGE IN Valuation-Driven Planning BY NATHAN G. PATTERSON & HALEY FAUST LEISE, KOLEY JESSEN 10 Nebraska CPA
typically maintain greater protection, though the line can blur if their work informs a later testifying expert. HOW TO AVOID A WAIVER It is also important that client advisors do not inadvertently waive privilege and work-product protections. In United States v. Sanmina Corp., the court confronted waiver risks when legal analyses migrated into valuation materials provided to the IRS. Sanmina claimed a substantial worthless stock deduction and submitted a law-firm valuation report that referenced internal legal memoranda. When the IRS sought those memoranda, Sanmina asserted privilege and work-product protection. The court held that submitting the valuation waived protection for any factual information referenced in it, including the legal memoranda, but preserved protection for opinion work-product reflecting attorneys’ mental impressions, conclusions, or legal theories. Accordingly, attorney and other professions should proceed carefully when valuations are filed with returns or otherwise submitted to tax authorities. Build reports on independently supportable, non-privileged factual and financial assumptions. Avoid embedding or summarizing privileged legal analysis in the body of the report, appendices, or footnotes. If the engagement relies on legal conclusions (for example, entity characterization or rights analysis), consider providing for those conclusions in a separate privileged memorandum that is not cited or attached to any valuation furnished to the IRS. PRACTICAL TAKEAWAYS Engagement letters should match the context and scope of the work sought and how that work is assisting counsel to provide legal advice. If counsel needs a CPA or appraiser to interpret complex financial data to render legal advice, document that necessity in the engagement letter and channel substantive communications through counsel with individuals necessary to such communications. Make clear that the professional’s work product is for counsel’s use in advising the client only, not for independent business reporting, and avoid dual-purpose scopes in which one purpose is arguably business advice oriented rather than legal. Where possible, keep valuation deliverables that may be shared with the IRS fact-focused, and segregate privileged analyses in separate attorney work product. For expert roles, decide early whether a consulting-only engagement better preserves confidentiality given the matter’s potential outcomes. CONCLUSION Valuations are essential to many business and wealth-transfer planning strategies, but their importance also makes them prime targets for scrutiny by tax authorities and opposing parties. Despite their frequent involvement in legal strategies, valuations are not automatically protected by attorney-client privilege or the work-product doctrine. Effective risk management, therefore, requires attorneys, tax professionals, and advisors to understand the limits of attorney-client privilege and the work-product doctrine, and take the necessary precautions to ensure that valuable client information is not inadvertently disclosed. With thoughtful planning, cross-disciplinary teams can preserve confidentiality where it truly advances legal advice—without compromising the integrity and usefulness of the valuation itself. Nathan G. Patterson and Haley Faust Leise are attorneys at Koley Jessen, focusing their practices on business succession planning, estate planning and administration, and implementing advanced tax-planning techniques for business owners. Patterson and Faust Leise counsel business owners, families, and individuals, providing a range of services from preparation of basic estate plan documents to the development and implementation of sophisticated wealth transfer techniques and business succession strategies to achieve the client’s personal, financial, and business-based objectives. If you would like to discuss a client matter with Patterson and Faust Leise, you can reach them at (402) 390-9500 or nathan.patterson@koleyjessen.com and haley.leise@koleyjessen.com. We are delighted to announce that Heidi Kelly has been selected as a Partner at Boone & Associates. Since joining our firm in 2021, Heidi has consistently demonstrated exceptional technical expertise, a deep commitment to client service, and strong leadership within our team. Her dedication to excellence and ability to foster trusted relationships have been instrumental in our continued growth and success. As a Partner, Heidi will take on an expanded leadership role, guiding strategic initiatives, mentoring our professionals, and continuing to deliver outstanding value to our clients. Please join us in congratulating Heidi on this well-deserved achievement. We look forward to the exciting contributions she will bring to this new chapter of her career. 11 nescpa.org
$50,000 Barbara K. Kanter, Edina, Minn.C $10,000 Dennis & Cathy Blackman, Omaha $5,000 TO $9,999 Kenneth E. Brauer, Nebraska Society of Independent Accountants, LincolnC Deloitte & Touche LLP, OmahaR Sandra S. Gruntorad, Lincoln1 $1,000 TO $4,999 Ryan L. Burger, Lincoln Bill & Silvia Conley Family Fund, Omaha Mark F. Duren, Bennington David A. & Gay Emry, Omaha Forvis Mazars FoundationR Frankel LLC, OmahaR E. Lyle Kinley Jr., Omaha Donald D. Kluthe, Omaha James R. & Penny Krieger Family Foundation, Lincoln Labenz & Associates LLC, LincolnR Fred A. Lockwood/Lockwood Foundation, Scottsbluff Mark F. Manning, Crete Matthew R. & Teri Mercer, Elkhorn Patrick A. & Cheryl L. Meyer, Lincoln J. Edmunds & Thelma D. Miller Fund, Lincoln Community Foundation, Lincoln Tricia K. Riggins, GretnaR Bruce C. Rohde, Omaha Linda M. Scholting, Springfield Michelle R. Thornburg, Omaha Thomas J. “Tom” Von Riesen, Omaha Sean & Rebecca L. “Becky” Wolfe, McCook $500 TO $999 Anonymous Julie D. Bauman, Falls City Lori J. Druse, Lincoln Eide Bailly LLP, ElkhornR John W. & Ibby Hancock, Omaha Cindy M. Heider, Omaha Patrick J. Lavelle, Omaha $100 TO $499 Monica M. Anderson, Holdrege Courtney C. Baillie, Lincoln George Bayer, North Platte Steve M. Bazis, OmahaR Michaela M. Belatti, Omaha Robert E. Bendig, Fremont Stephen K. “Steve” Bjorkman, Lincoln2 Derrick J. Blum, NorfolkR Lauren E. Bond, OmahaR Aundrea C. Bricker, OmahaR C. David “Dave” Bruce, OmahaR Frank H. Burnham, BenningtonR Gordon R. Cook, Parkville, Mo. Lorraine A. Egger, Ashland Amanda L. Fryzek, PapillionR Kevin J. Furey, Omaha Michael D. Gorka, Lincoln Dennis J. Guinn, Omaha Glenda R. Harders, WahooR Erin R. Heath, CodyR Brad L. Helgerson, MitchellR Brett Jacobitz, Blair Larissa L. Johnson, GretnaR Todd M. Johnson, Seward Kimberly A. Keller, Lincoln Kendra Scott LLC, Omaha Jason D. Kennedy, LincolnR Michael C. “Mike” King, Ashland Bradley S. & Kelly Konen, Elkhorn Brian M. Lodes, Papillion Marcy J. Luth, Grand Island Neal D. Lyons, Lincoln Shawn W. McDonald, OmahaR Bruce L. Meister, Lincoln Shannon W. Meyer, SewardR Caroline J. Miller, OmahaR Eric J. Mortensen, Broomfield, Colo. Devin Moylan, Omaha HONOR ROLL for the Foundation of the Nebraska Society of CPAs THANK YOU FOR SUPPORTING FUTURE CPAs! THIS PAST YEAR, 216 SOCIETY MEMBERS, FIRMS, and friends remembered the Society’s Foundation with $199,224 in contributions—$10,630 of those donations were designated for the Society’s 2025 Accounting Workforce Recruitment Campaign, $132,321 was contributed for scholarships to support accounting students at 14 colleges and universities throughout Nebraska, and $56,273 will be supporting accounting students at six community colleges in the state this fall. Thank you to everyone on the following Foundation Honor Roll for helping to ensure the pipeline of new CPAs and accountants will continue to flow in Nebraska! 12 Nebraska CPA
Heather L. Pemberton, Auburn Joshua D. “Josh” Randall, OmahaR Douglas D. “Doug” Rieger, Columbus Michael P. “Mike” & Beth Ripp, Phoenix, Ariz. Darlene R. Rohlfsen, Omaha Michelle K. “Shelle” Sagar, Gretna Teanne T. Spinharney, La Vista Kristin A. Stagemeyer, McCook Dan Strecker, HastingsR Richard J. Tiwald, Des Moines, Iowa Maureen S. Toy, OmahaR John A. Troshynski, OmahaR Dan & Rose Vodvarka, Lincoln2 Philip A. “Phil” Waldron, Lincoln Gary D. Wasserman, Omaha Rodney D. “Rod” Wolf, Ogallala Scott D. & Julia Yank, Lincoln Richard G. “Dick” Zacharia, Omaha3 UP TO $99 Michael N. “Mike” Abramson, Omaha Judith A. “Judy” Ackland, Gretna Stacy A. Agee, South Sioux City David M. Anderson, Omaha Joyce R. Anderson, McCook Anonymous Christine A. “Chris” Arndt, Lincoln Victoria R. Badura, Omaha Ritch A. Bahe, Lincoln Pamela M. Baker, Elwood Patrick E. “Pat” Beans, Lincoln George J. Behringer, Omaha Richard J. “Rich” Benda, Omaha Darren M. Bennett, Elkhorn Robert H. “Bob” Berger, Omaha Jamie K. Brewer, Lincoln Maria L. Carlson, Omaha Brian L. Commins, Ogallala John T. Connor, Lincoln Kyle G. Cunningham, Lincoln Amy K. Cyboron, Broken Bow John R. Dappen, Omaha Rachel A. Deaton, Omaha Michael T. DeFreece, Omaha Thomas C. Denham, Eklhorn Robert J. “Bob” Dick Jr., Omaha Stephen “Steve” Drucker, Omaha William F. Dyer, Omaha Nicolas J. Eker, Omaha Claire E. Ethington, Omaha John J. Fatte, Omaha Raymond L. Finnegan, Omaha Justin R. Fitchner, Raymore, Mo. David J. Florell, Lincoln Justin J. Frauendorfer, Omaha Alan J. Fredricks, Omaha Billy J. Friesen, Lincoln Jenny Gall, Lincoln Kevin L. Goracke, Valley James R. “Jim” Greisch, Omaha Nathan R. “Nate” Hagge, Omaha Robyn L. Hansen, Elkhorn Thomas T. “Tom” Hansen, Wayne Jeffrey J. Heng, Columbus Kathleen J. “Kathy” Herrera, Fremont Robert L. Hollingsworth, Omaha Elizabeth M. Howard, Omaha Own “Owen” Ismail, Dhahran, Saudi Arabia Michael D. “Mike” James, OmahaR Travis W. Johnson, Lincoln Todd J. Kathol, La Vista Morgan J. Klipp, Lincoln Lorraine M. “Lori” Kolasinski, Omaha John L. Kopecky, Omaha Lawrence R. “Larry” Kopsa, Lincoln Deborah M. “Debbie” Krambeck, Omaha Benjamin J. Kruger, HickmanR Douglas J. “Doug” Lacey, Omaha Patrick J. “Pat” Lacy, Omaha James R. “Jim” Lance, Nebraska City Kwok F. “Max” Lau, Blair Heather M. Lightwine, Geneva Gustavo F. “Gus” Lima, OmahaR Jane A. Little, Lincoln Joseph Litz, Bellevue Kathryn C. “Kay” Maresh, Valparaiso Melissa E. Massey, Omaha Julie A. McCoy, Ft. Calhoun Kevin P. McCoy, Omaha Joseph J. Meduna, Lincoln Kyle T. Meister, Omaha Rodger L. Merz, Lincoln Darrell A. Metcalf, Omaha Phillip D. Meyers, Paradise Valley, Ariz. Andrew T. Miller, Elkhorn Robert J. “Rob” Mitchell, Omaha Jared P. Moscrip, Lincoln Shari A. Munro, Omaha Jeanette M. Nedrig, Holdrege Thomas H. “Tom” Neidhardt, North Platte Mark O. Neumeister, Edmond, Okla. Kevin M. O’Malley, Omaha Tumi J. Oluyole, Omaha Julia Peetz, Sidney Gary R. Pohlmann, Lincoln Amanda E. Pontow, Elkhorn Shayna L. Post, Omaha Mark E. Preston, Randolph Joseph J. Pritchard, Spalding Thomas J. “Tom” Purcell, Omaha Michele K. Quinn, Omaha Carley D. Raneri, Omaha Karen B. Rhoads, Kearney R. Lee Richardson, Omaha Alison R. Riha, Garland Kailey A. Riskowski, Martell Julie A. Rogers, Potter Alan L. Roth, Omaha Bradley D. Rourke, Los AngelesR Brian D. Runge, Lincoln Jeffrey M. “Jeff” Scherer, Beemer Kyle G. Schlautman, Omaha Cynthia L. Schroeder, Valley Cheryl A. & Mike Schuster, Valley James F. Jim” Scow, Columbus Danielle D. “Danie” Senske, Papillion Maurice L. Shanley, Omaha Shirley A. Spieker, Omaha William A. “Bill” Startzer, Omaha Tara J. Stone, Destin, Fla. Robert B. “Bob” Sundquist, Lincoln Bryan W. Swartz, LincolnR Patrick L. “Pat” Thomazin, Lincoln Jason L. Tonjes, Omaha Elizabeth D. “Liz” Tritsch, Elkhorn Rachel A. Turek, Bennington Richard J. Vierk, Lincoln Jeremy C. Vokt, Omaha Dana J. Weber, Scottsbluff John K. Wilson, Waterloo Ray F. Wilson, Elkhorn Brad D. Yoder, Gretna Cara Zimmer, Omaha Lawrence E. “Larry” Ziska Jr., Omaha Anthony M. Zoucha, Columbus Eileen M. Zuerlein, Lincoln Heather R. Zurita, Grand Island NOTE: The 2025 Foundation Honor Roll includes contributions made from Jan. 1, 2025, through Jan. 9, 2026. C This donation will support accounting students at six Nebraska community colleges who intend to continue their education at a four-year college or university in Nebraska. R All or part of this donation helped support the NESCPA’s 2025 Accounting Workforce Recruitment Campaign, a statewide initiative that included a dynamic video, targeted digital and social media advertising, and an engaging new microsite, JoinTheFun.cpa. 1 This donation was made in memory of Dale E. Gruntorad, chairman of the Nebraska Society of CPAs in 1978-1979. 2 This donation was made in memory of Robert A. “Bob” Helm, chairman of the Nebraska Society of CPAs in 1986-1987. 3 This donation was made in honor of 2024 Society Award recipients Shari Munro and Leonard Sommer. 13 nescpa.org
IN THIS ISSUE, WE CELEBRATE MEMBERS WHO HAVE maintained 50 or more years of consecutive membership in the Nebraska Society of CPAs. This milestone represents far more than longevity, however. It reflects a lifetime commitment to the integrity, leadership, and advancement of the accounting profession in Nebraska. Through changing standards, evolving technology, and shifting economic landscapes, these members have remained steadfast. Their dedication has helped shape our Society into what it is today, and their example continues to inspire the next generation of accounting professionals. On behalf of the Nebraska Society of CPAs, thank you for your decades of service and your enduring belief in the accounting profession. 60+ YEARS: A RARE & INSPIRING ACHIEVEMENT Raymond Harrington Omaha 50+ YEARS: A TRADITION OF EXCELLENCE Richard V. Akerlund Aurora Gale I. Albers Omaha Bernard W. Auten Norfolk Alden B. Awerkamp Surprise, Ariz. Neil E. Balfour Lincoln Paul J. Bartels Kearney Stephen K. Bjorkman Lincoln Edward J. Bloomfield Kearney Robert L. Boumann Arvada, Colo. George M. Brady Omaha Randy L. Brown Omaha Tony D. Buda Omaha Clark W. Campbell Omaha John E. Cederberg Lincoln Pamela D. Cermak Lincoln Larry R. Cox Henderson John R. Dappen Omaha Michael T. DeFreece Omaha Perry L. Demma Lincoln Steven A. Ebke Daykin David A. Ellingson Lincoln David A. Emry Omaha John J. Fatte Omaha Ronald Ferdig Omaha Raymond L. Finnegan Omaha Ronald V. Freeman Colon Dan R. Friedlund Bennington Duane J. Gabriel Lincoln Gregory A. Goerke Denver, Colo. Frank N. Goldberg Omaha Martin A. Gunderson Omaha Harold C. Hall Omaha Paul E. Hamilton Council Bluffs, Iowa Ardel C. Harger Lincoln Larry D. Heemstra Spirit Lake, Iowa Donavon A. Heimes Columbus Bruce A. Hocking Lincoln Patrick J. Jung Omaha Dean J. Jungers Bellevue Robert C. Kehm Prairie Village, Kan. Steve L. Kerns Rotonda West, Fla. Larry R. Kirkebak Omaha Lawrence R. Kopsa Lincoln Edward G. Korbel Omaha Nancy A. Kuhl Omaha Neil W. Kuhlman David City Donald L. Kurtenbach Glendale, Ariz. Laurence A. Lanphier Jr. Omaha Roger J. Levering Aurora Veldon G. Magnuson Omaha Stanley E. Martin Lincoln Richard D. Martinsen Albion Michael L. Massman Council Bluffs, Iowa Robert C. McChesney North Platte Kevin P. McCoy Omaha Rodger L. Merz Lincoln Keith C. Mitchell Lincoln G.W. Molck Plattsmouth N. Jane Morrison Kansas City, Kan. Robert L. Morrow Norfolk Robert K. Muehling Surprise, Ariz. Richard L. Muller Omaha George E. Nelson Omaha Douglas D. O’Brien Omaha Thomas M. Obrist Lincoln David R. Oelkers Dodge Kenneth F. Patry Plattsmouth Charles L. Percival Ainsworth Gerald E. Peterson Clive, Iowa Terry G. Pettit Culbertson Gary R. Pohlmann Lincoln Steven M. Povich Bellevue Richard W. Ramm Omaha Howard J. Reinsch Sioux City, Iowa James E. Rosenthal Omaha James F. Rouch Branson, Mo. Robert C. Royal Omaha Thomas W. Schleisman Omaha J.P. Schmeits Omaha Stephen W. Schumacher Omaha James F. Scow Columbus Maurice L. Shanley Omaha Marvin E. Shields Lincoln Dan D. Skoog Hastings Jerry C. Snurr Broken Bow Keith D. Snyder Goodyear, Ariz. Gerald L. Sobotka Norfolk Dennis C. Stara Lincoln William V. Strain Lincoln Robert E. Swallow Spring, Texas Dale A. Thomas Lincoln Robert J. Timmins Omaha Richard A. Toftness Overland Park, Kan. Ronald E. Tvrdik Kearney Dean W. Ullerich Omaha James L. Wells Lynch Gary D. Wieck Grand Island William J. Wiedemeyer WestDesMoines,Iowa Gerald A. Wills Omaha Gary K. Witt Omaha Larry A. Wolfe Omaha Richard G. Zacharia Omaha Lawrence E. Ziska Jr. Omaha A LEGACY OF DEDICATION The Nebraska Society of CPAs is stronger because of your decades of dedication. Your leadership, professionalism, and steady commitment have shaped our organization and elevated the accounting profession across Nebraska. Thank you for the example you set and for the lasting impact you continue to make. HONORING A LIFETIME OF PROFESSIONAL COMMITMENT 14 Nebraska CPA
BY NICK NIEMANN & MATT OTTEMANN, McGRATH NORTH LAW FIRM IN OUR FIRST ARTICLE ON LB644, PUBLISHED IN ISSUE 4, 2025, of the Nebraska CPA journal, we discussed how Section 31 of that law, now codified at Neb. Rev. Stat. § 77-3,114, was impacting Nebraska’s existing incentive contracts as well as posing a threat to Nebraska’s economic development. LB644 became operative on Oct. 1, 2025. Given the importance of this topic to so many Nebraskans and Nebraska companies, and the impact this is also having on potential new expansion projects in Nebraska, we are providing updates that have arisen on this topic since our first article was published. Since its initial publication, we and other members of the business community have been addressing the legal and constitutional issues, as well as business climate issues, regarding LB644. It appears our concerns are gaining traction within the Nebraska Department of Revenue. On Feb. 12, 2026, the Department issued a statement saying: “At this time the Nebraska Department of Revenue is pausing enforcement of the foreign adversarial company incentive ban for programs with statutorily mandated agreements signed prior to Oct. 1, 2025, for further analysis.” Based on this statement, the Department could determine that it has the authority to permanently pause enforcement of LB644, with respect to existing agreements, without a statutory amendment. The Nebraska Department of Revenue may also conclude that legislative action is needed to permanently pause enforcement. At this time, it is unclear whether the Department will continue its enforcement pause. Regardless, the statement from the Department did not address pausing enforcement for agreements signed after Oct. 1, 2025. This article should be reviewed in that context. A REVIEW: THE BASICS OF LB644 LB644 declares that any “foreign adversarial company” is ineligible to receive benefits under any incentive program of the state of Nebraska. The Department of Revenue has specifically identified at least 24 incentive programs to which this applies. The statute’s definition of a “foreign adversarial company” is extraordinarily broad. It can include a company that: Has a subsidiary organized in any of six listed foreign governments, or Has any ownership interest held by one of those governments. The six foreign governments are those of the following countries: China, Cuba, North Korea, Russia, and Iran, plus the Maduro Regime of Venezuela. Together, these countries represent more than 20% of the world’s GDP (with the vast majority coming from China). Under the statute’s definition, a company could be deemed a “foreign adversarial company” based solely on having a Chinese subsidiary, for example, or merely because one of those governments, such as through a sovereign investment fund, acquires a single share of its stock. Crucially, LB644 contains no grandfather clause for existing incentive contracts. On its face, the law would impose new conditions on companies that already have binding agreements with the state of Nebraska. The Department had previously confirmed that it would apply LB644 to existing projects, AN UPDATE: Impact of LB644 on Existing Incentive Contracts STATE TAX BRIEFING CONTINUED ON PAGE 16 15 nescpa.org
even where the company already had an incentive contract with the state signed prior to Oct. 1, 2025. Those contracts, of course, do not contain the new LB644 restrictions. This was significant because it marked the first time that we are aware of where Nebraska had attempted to impose a substantive, adverse, retroactive change to an existing project incentive contract. As previously referenced, the Department has now paused enforcement of LB644 to existing projects with agreements signed prior to Oct. 1, 2025. It is unclear how long this “pause” will last. On Jan. 16, 2026, the Nebraska Department of Revenue posted a document on its website titled “Foreign Adversarial Company FAQs.” This article reviews and analyzes several of the principal issues addressed in that publication. DEPARTMENT CONTENDS A PARENT COMPANY MAY DIRECTLY OR INDIRECTLY HOLD MORE THAN 50% CONTROL OF A SUBSIDIARY LB644 specifies that it applies to entities that are “a subsidiary or parent of any company” that otherwise constitutes a “foreign adversarial company.” The Department recently provided its position that “a parent company is a company that directly or indirectly holds more than 50% control of the subsidiary.” Direct control, per the Department, is “holding more than 50% control of the subsidiary by direct ownership.” Indirect control, per the Department, is “when an ultimate parent holds more than 50% control of other subsidiaries that in turn hold more than 50% control of an underlying subsidiary. An ultimate parent is the topmost company within the hierarchy of the entire organization.” The Department’s assertion that “indirect control” creates a parent-subsidiary relationship significantly expands the scope of entities that could fall within the definition of a “foreign adversarial company.” Impacted companies should carefully evaluate the multiple legal arguments and defenses available to them. REFUND CLAIMS THAT DO NOT ADDRESS LB644 STATUS MAY BE LEGALLY INCOMPLETE If LB644 is legally valid, demonstration that a taxpayer is not a “foreign adversarial company” is mandatory to receive incentives. Thus, any refund claim on file that does not address the taxpayer’s status under LB644 may be legally incomplete. That claim may remain unpaid until the company’s LB644 status is addressed. Alternatively, that claim could be formally denied by the Department because the claim does not include the new requisite condition (or the proof relating to this new condition) that all requirements for receipt of the refund have been met. The same is true for income tax returns that utilize credits to pay an income tax liability. The Department may decide that such return is incomplete and take steps to deny the use of those credits if the LB644 status is not addressed. Some companies have adopted a wait-and-see approach with respect to LB644, choosing to address the issue only if and when it is raised by the Department. However, that approach may be a risky strategy, as the Department can formally deny any claim that does not demonstrate compliance with all requirements. Companies should proactively evaluate and support both newly filed and existing refund claims, as well as income tax returns utilizing credits, by addressing LB644 considerations before questions arise. THE IMPORTANCE OF A PROTECTIVE HEARING REQUEST FOR REFUND CLAIMS For most Nebraska refund claims, the Department must act to allow or deny that claim within 180 days of its filing. Given this firm deadline, the Department has been asking multiple companies to address their status under LB644 in a condensed timeframe—sometimes within a few weeks. Failure to provide this status in the timeframe stated by the Department may cause the Department to deny the refund claim. If the Department denies your claim, a company’s only recourse is to appeal that decision to the District Court. At District Court, the company normally is not allowed to introduce any additional information in support of the claim. Rather, the Court normally reviews the case on the factual record previously submitted by the company to the Department. This generally puts the taxpayer at a potentially fatal disadvantage as to the outcome. This procedural trap can be avoided if a company simply makes a protective formal hearing request concerning their refund claim. For claims requesting a refund of sales or use tax, this request can be made when the claim is filed or any time before the Department formally acts on the claim. This hearing request has multiple effects. First, it will stop the 180-day period to act CONTINUED FROM PAGE 15 16 Nebraska CPA
on a refund claim, so a company is not rushed into addressing its LB644 status. More importantly, the Department will not be able to formally deny the claim without providing the taxpayer with a formal hearing before a hearing officer at the Department of Revenue. At that hearing, a taxpayer can introduce evidence in support of its claim. Rather than having to hurriedly address a company’s status under LB644, and potentially failing to introduce evidence the Department considers necessary, we recommend that clients add a protective request for hearing for both the company’s existing and new refund claims. This is an important procedural step that can sometimes be the difference between successfully obtaining a refund or not. LB644 STATUS: HOW TO PROTECT YOUR COMPANY As noted in our prior article, we are working with companies and their CPAs on the specific written statement that should be attached to a company’s incentive claims and filings. This statement will outline the company’s specific facts and corporate structure, express the presence of a binding incentive contract, and invoke the legal and constitutional defenses that exist against LB644. This will help avoid a waiver situation by preserving your legal and constitutional rights and help prevent the state from successfully contending that the company implicitly accepted the conditions established under LB644 (as well as other new conditions that may be enacted later). Now is the time to clearly assert that you believe a binding contract exists and to state that new or future unilateral, retroactive changes to its terms will not be accepted. Nick Niemann and Matt Ottemann are partners with McGrath North Law Firm. As state and local tax and incentives attorneys, they collaborate with CPAs to help clients and companies evaluate, defend, and resolve tax matters and obtain various business expansion incentives. See www.NebraskaStateTax.com and www.NebraskaIncentives.com for more information or to obtain a copy of their publications, The Anatomy of Resolving State Tax Matters and the Nebraska Business Expansion Decision Guide. You may also contact Niemann and Ottemann at (402) 341-3070 or nniemann@mcgrathnorth.com or mottemann@mcgrathnorth.com. This publication should not be considered as legal, tax, business, or financial advice. Only our clients may rely on any legal advice we provide. 17 nescpa.org
IN THE CONTEXT OF MERGERS AND ACQUISITIONS, THE buyer can engage in either a stock purchase or an asset purchase. While a stock purchase is typically simpler, the buyer generally assumes the seller’s tax liabilities, although the buyer is typically indemnified for those liabilities. For this reason, many business owners prefer to structure their acquisitions as an asset purchase. However, unless the buyer takes precautionary measures, the buyer can also be liable for certain taxes in an asset purchase, typically referred to as “successor liabilities” because they are liabilities of the successor company (i.e., the buyer). NEBRASKA SUCCESSOR LIABILITY 1. Sales or Use Taxes: In Nebraska, a buyer, as the immediate successor to the seller’s business, can become automatically liable for delinquent sales or use taxes the seller owes.1 Other provisions and case law also create buyer liability for a seller’s delinquent income tax.2 Buyers can mitigate risk of an unexpected tax liability in two ways under Nebraska law.3 First, the buyer can withhold a portion of the purchase price that is required to pay the outstanding tax liability, if known. Second, the buyer can require the seller to obtain a receipt from the tax commissioner showing taxes have been paid or a certificate stating that no amount is due, known as a Tax Clearance Certificate. In Nebraska, a certificate of clearance can be obtained by filing a Tax Clearance Application, Form 36, with the Nebraska Department of Revenue. 2. Personal Property Taxes: Personal property taxes are assessed locally and attach to the property, not the owner. If personal property taxes are not timely paid, a lien can attach to the property. As such, buyers should confirm whether personal property assets are subject to a lien. Buyers can perform lien searches for property taxes and review UCC filings for tax liens. 3. Real Property Taxes: The default rule in Nebraska is that the owner of real property as of Dec. 31 is liable for any taxes assessed and levied, but this default rule may be modified by contract.4 IOWA SUCCESSOR LIABILITY 1. Business Taxes: In Iowa, a buyer, as the immediate successor to the seller’s business, is personally liable for any delinquent taxes accrued in the operation of the seller’s business.5 Under Iowa law, a purchaser of substantially all the assets of business can have successor liability for sales tax,6 fuel tax,7 local option tax,8 and hotel/motel tax.9 Buyers can mitigate risk of an unexpected tax liability in three ways under Iowa law. The first two ways are similar to Nebraska. First, a buyer can withhold a sufficient portion of the purchase price to pay the amount of delinquent tax.10 Second, the buyer can request a statement of the amount of unpaid tax the seller owes by filing an Immediate Successor Liability Form 14-109 with the Iowa Department of Revenue.11 Thirdly, and uniquely to Iowa, a buyer “in good faith” can obtain a certified statement from the seller that no delinquent tax, interest, or penalty is unpaid.12 Importantly, the statement should specify that all taxes, including, but not limited to, income, sales, and use taxes, have been timely paid by the seller. A certified statement from a licensee, retailer, or seller BUYER BEWARE: Successor Liability in Business Acquisitions BY HANNAH FISCHER FREY, CARRIE SCHWAB & CHRISTOPHER THORPE, BAIRD HOLM LLP 18 Nebraska CPA
will not be recognized by the Iowa Department of Revenue as valid unless it includes all of the following: » The name of the business being purchased or a description of the stock of goods being purchased. » The names of the licensee, retailer, or seller and the prospective purchaser(s). » The tax identification numbers of both the licensee, retailer, or seller and prospective purchaser(s). Entities shall include a federal employer identification number (FEIN). Individuals shall include a Social Security number (SSN) or individual tax identification number (ITIN). » An attestation signed by the licensee, retailer, or seller attesting that no delinquent tax, interest, or penalty of the retailer is unpaid as of the date of the closing of the sale.13 A certified statement has been taken “in good faith” if the immediate successor, in the exercise of due diligence, had no reason to believe a retailer’s statement was false or no reason to question the truth of the retailer’s statement.14 2. Personal Property Taxes: Iowa does not assess or tax personal property. 3. Real Property Taxes: Similar to Nebraska, Iowa law generally treats real property taxes as attaching to the real property. When property is transferred, the buyer takes the property subject to any existing liens.15 CONTRACTUAL PROVISIONS Generally, in an asset purchase, the buyer does not assume the liabilities of the seller as it would in a stock purchase. The stated successor liability rules can be an exception to this general rule relating to taxes owed by the seller. Therefore, buyers often try to minimize the impact of successor liabilities using contractual provisions in the purchase agreement. 1. Due Diligence: While not typically part of the purchase agreement, buyers should undertake sufficient and fulsome due diligence of all tax obligations for any open tax period that could be subject to audit. Often, buyers will require that three or six years of tax returns and/or audits be provided and sometimes even added to the disclosure schedules. 2. Representations: Buyer should ensure that seller’s representations in the purchase agreement contemplate the payment of any delinquent taxes assessed by any taxing authority. If the buyer is thereafter liable for any taxes owed, the buyer would have a cause of action for breach of contract against the seller. 3. Covenants: Seller should also covenant that it shall pay any taxes due and owing upon the closing date of the transaction. Again, if the buyer is thereafter liable for any taxes owed, the buyer would have a cause of action for breach of contract against the seller. 4. Indemnification Clauses: In the successor liability context, the buyer and seller can negotiate to minimize the impact of successor liabilities using indemnification clauses. Indemnification allocates risk of losses between parties through a process of negotiation. More importantly, it provides a process by which the buyer can more easily recover against the seller (as compared to a breach of contract claim). 5. Escrow/Holdback: Buyers with any concerns regarding seller’s taxes should also consider holding back a portion of the purchase price for a period of time to help cover any later discovered tax deficiencies. These escrow periods generally match the survival period of the fundamental representations but can extend further. CONCLUSION Buyers should be aware of the potential tax liabilities that can result from an acquisition, even in an asset purchase. Nebraska and Iowa each provide mechanisms for buyers to mitigate risk, including withholding, tax clearance certificates, and good-faith certified statements. Nonetheless, early due diligence and appropriate contractual protections remain essential tools for managing successor liability exposure. Hannah Fischer Frey is a partner at Baird Holm LLP, focusing on corporate transactions, federal and state tax planning issues, and tax-exempt matters. Fischer Frey has addressed complex partnership and corporate tax issues, including business reorganizations, private equity fund structuring, business succession planning, and tax planning in mergers and acquisitions. She has been closely involved in numerous federal and state tax examinations and audits. Carrie E. Schwab is an associate at the law firm, focusing on general corporate matters as well as tax law and employee compensation and benefits. She assists businesses of all sizes on a variety of matters, including entity formation, corporate governance, general tax strategy and planning, ERISA compliance and employee benefit programs, and equity compensation incentives. Christopher Thorpe was a summer associate for the firm. For more information, call (402) 344-0500 or email hfrey@bairdholm.com or cschwab@bairdholm.com. 1 Neb. Rev. Stat. § 77-2707. 2 See § 77-27,110; Gottsch Feeding Corp. v. State, 261 Neb. 19, 29–30, 621 N.W.2d 109, 117 (2001). 3 See § 77-2707. 4 See In re Estate of Karmazin, 299 Neb. 315, 325 (2018). 5 Iowa Code § 423.33(2). 6 Id. 7 § 452A.65(3). 8 § 423B. 9 § 423A. 10 § 423.33. 11 § 421.28. 12 Id. 13 Iowa Admin. Code § 701-202.12. 14 Id. 15 Iowa Code § 445.30. 19 nescpa.org
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