Your board doesn’t need a customs law tutorial. They need a clear, concise briefing on a material financial event: the Supreme Court invalidated IEEPA tariffs, your company paid those tariffs, and the money is coming back. Here’s how to present that to a board in a format that drives a decision in under ten minutes.
This article provides the two-page briefing framework, the talking points, and the backup material your board members will want available but won’t necessarily read in the meeting. For the CEO-level strategic view, see the CEO’s guide to IEEPA recovery. For the detailed financial treatment, see the CFO guide.
Page one: the situation and the numbers
This is the first page of your board briefing. It should fit on a single page, printed or on a single screen in your board portal.
What happened
On February 20, 2026, the U.S. Supreme Court ruled 6-3 in Learning Resources, Inc. v. Trump that the International Emergency Economic Powers Act (IEEPA) does not authorize tariffs on imported goods. All IEEPA tariffs collected between February 4, 2025, and February 24, 2026, were declared unconstitutional.
On March 4, 2026, the U.S. Court of International Trade ordered CBP to process universal refunds of all IEEPA duties collected during this period.
What it means for our company
Total IEEPA duties paid: $[X,XXX,XXX]
This represents duties our company paid on imports subject to IEEPA surcharges during the covered period. The surcharge rates ranged from 10% to 145% depending on country of origin, with the highest rates applied to China-origin goods.
Estimated recovery (principal + interest): $[X,XXX,XXX]
This includes the duty refund plus statutory interest under 19 U.S.C. Section 1505, calculated from the date of each duty payment to the estimated date of refund. The statutory interest rate is set quarterly by the IRS and has been running 2-4%.
Recovery as a percentage of annual revenue: [X.X]%
Recovery as a percentage of TTM net income: [XX.X]%
Our entry portfolio at a glance
| Category | Entries | IEEPA Duty Amount | Recovery Path |
|---|---|---|---|
| Unliquidated entries | [XX] | $[X,XXX,XXX] | Post-Summary Correction (fastest) |
| Liquidated, within 180-day window | [XX] | $[X,XXX,XXX] | Formal Protest |
| Liquidated, past 180-day window | [XX] | $[X,XXX,XXX] | CIT Litigation (if justified) |
| Total | [XXX] | $[X,XXX,XXX] |
Data source: Impact Assessment dated [MM/DD/YYYY], based on ACE portal entry data.
Current status
[Describe what actions have been taken to date. Example: “We have filed post-summary corrections on all XX unliquidated entries and formal protests on XX liquidated entries within the 180-day window. Our customs broker confirmed all filings on [date]. We are in the CAPE processing queue.”]
Page two: risk assessment, strategy, and recommended action
Risk assessment
Legal risk: LOW. The Supreme Court ruled 6-3. The constitutional basis — that IEEPA does not authorize tariffs — is unlikely to be reversed through future litigation or legislation. The CIT refund order is being implemented. For a detailed analysis of appeal scenarios, see the attached supplement.
Processing risk: MODERATE. CBP is handling an unprecedented volume of refund claims through its CAPE system. Processing timelines are estimated at 18-36 months for protests and days-to-months for PSCs. CBP staffing constraints may extend timelines. Filing early positions us ahead of later filers in the queue.
Deadline risk: MANAGED. Entries approaching the 180-day protest window must be filed before the deadline expires. [Describe current status: “All entries within 90 days of the deadline have been filed.”]
Downstream risk: [LOW/MODERATE/HIGH]. [Describe your company’s exposure to customer pass-through claims. Example: “We added tariff surcharges to approximately $XX million in customer invoices. Legal counsel has reviewed our contracts and determined that [XX]% include tariff adjustment provisions that may require us to pass through a portion of the recovery.”]
Recovery strategy
Management recommends a multi-path approach:
Government processing for [XX]% of the portfolio ($[X,XXX,XXX]). These entries have been filed or will be filed through PSCs and protests. Expected cash recovery: 6-36 months depending on path and queue position. This path recovers the full duty amount plus statutory interest.
[Optional] Immediate capital for [XX]% of the portfolio ($[X,XXX,XXX]). For our largest claims where the time value of money analysis favors early recovery, management recommends converting claims to immediate capital through assignment. Expected net proceeds: $[X,XXX,XXX] within 14-21 business days.
CIT litigation for [XX]% of the portfolio ($[X,XXX,XXX]). These entries are outside the protest window and require court action. Estimated legal cost: $[XX,XXX]. Expected timeline: 12-24 months. [Recommend proceeding / deferring based on cost-benefit analysis.]
Financial statement impact
The refund has been [recognized / will be recognized] as a receivable under ASC 450:
| Impact | Amount | Timing |
|---|---|---|
| COGS credit (duty recovery) | $[X,XXX,XXX] | Q[X] 2026 |
| Interest income | $[XXX,XXX] | Upon receipt |
| Potential tax liability | $[XXX,XXX] | Year of receipt |
| Net financial statement benefit | $[X,XXX,XXX] |
Our external auditors have been [briefed / will be briefed] on the receivable recognition methodology. See the Q2 2026 financial statement guidance for detailed disclosure recommendations.
Cash flow timeline (base case)
| Period | Expected Recovery | Cumulative |
|---|---|---|
| Q2 2026 | $[XXX,XXX] (PSC refunds) | $[XXX,XXX] |
| Q3 2026 | $[XXX,XXX] | $[X,XXX,XXX] |
| Q4 2026 | $[XXX,XXX] | $[X,XXX,XXX] |
| 2027 | $[X,XXX,XXX] (protests) | $[X,XXX,XXX] |
| 2028 | $[XXX,XXX] (CIT, remaining) | $[X,XXX,XXX] |
Conservative scenario extends timelines by 6-12 months. See treasury cash flow model for full scenario analysis.
Recommended board action
Management requests board acknowledgment of the recovery strategy and authorization for:
- Continued filing of PSCs and protests on all eligible entries
- [If applicable] Immediate capital conversion on claims totaling $[X,XXX,XXX], with management authorized to execute at terms no less favorable than [XX]% of face value
- [If applicable] CIT litigation engagement with trade counsel on entries outside the protest window, at an estimated cost not to exceed $[XX,XXX]
- Capital allocation of recovered funds to [specific use: debt reduction, reinvestment, reserve, shareholder return]
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Supporting materials for the board package
The two-page briefing is the core document. Attach these as supplements for directors who want deeper detail:
Supplement A: Legal background
A one-page summary of the Supreme Court ruling, the constitutional basis, and the CIT refund order. Include the case citation: Learning Resources, Inc. v. Trump, No. 25-xxxx (2026). Reference the complete guide to IEEPA tariff refunds for comprehensive context.
Supplement B: Entry-level detail
A spreadsheet or table showing each entry number, the IEEPA duty amount, the liquidation status, the recovery path, the filing date, and the estimated recovery date. This is the output of the Impact Assessment.
Supplement C: Financial analysis
The CFO’s detailed analysis covering receivable recognition, time value calculations, tax implications, and downstream customer exposure. Include the present value comparison between government processing and immediate capital.
Supplement D: Risk matrix
An expanded risk assessment covering:
- Appeal risk analysis
- CBP processing risk and staffing capacity
- Statute of limitations for entries not yet filed
- Customer pass-through exposure
- Tax implications
Talking points for the board meeting
Anticipate these questions from board members:
“Is this money actually coming back?” Yes. The Supreme Court ruling is final for the IEEPA tariff question. The CIT has ordered CBP to process refunds. The legal basis is as solid as any government receivable. The only question is processing time.
“Why didn’t we know about this sooner?” The Supreme Court ruled on February 20. The CIT order came March 4. Management has been moving on the recovery since [date]. The speed of our response positions us well in the CAPE processing queue.
“Are our competitors recovering?” Yes. Sophisticated importers began filing within days of the ruling. Our [early/timely/ongoing] filing puts us [ahead of/in line with/catching up to] the market.
“What’s the risk this gets reversed?” Minimal. The 6-3 margin means even a partial change in court composition wouldn’t reverse the result. Legislative action to retroactively validate the tariffs is constitutionally problematic and politically unlikely.
“Should we take the immediate capital option?” [Depends on your company’s specific situation.] The analysis compares the NPV of the government path against the immediate capital amount. For claims where our cost of capital exceeds the statutory interest rate and the processing time is long, immediate capital can be the better economic outcome. Management has identified $[X] in claims where this analysis favors immediate capital.
“What about our customers? Do we owe them anything?” [Depends on your contractual situation.] Our legal team has reviewed customer agreements. [Describe your company’s position on downstream pass-through obligations.]
“How will this affect our tax position?” The duty refund may create taxable income to the extent the original duties were deducted. The interest component is ordinary income. Our estimated tax liability on the recovery is $[XXX,XXX]. See tax implications analysis.
Governance best practices for IEEPA recovery
Beyond the briefing itself, boards should consider establishing governance guardrails around the recovery:
Oversight framework
Designated board committee. Assign oversight of the IEEPA recovery to the audit committee or finance committee. This provides a natural forum for regular updates without consuming full board meeting time.
Quarterly status reports. Management should provide the oversight committee with quarterly updates covering: total filed, total recovered, total pending, estimated remaining recovery, and any material issues or risks.
Authority thresholds. Establish clear dollar thresholds for management authority vs. board approval. For example: management authorized to execute immediate capital assignments up to $X million; amounts above $X million require board approval.
Conflict of interest screening. If any board member has a personal interest in a claims advisory firm, customs brokerage, or claim buyer that might be engaged for the recovery, that conflict should be disclosed and the director should recuse from related decisions.
Fiduciary considerations
Duty of care. Directors should ensure they are sufficiently informed about the recovery to fulfill their fiduciary duties. The two-page briefing plus supplements provides a reasonable information package. Directors should ask questions, request additional data if needed, and ensure management has dedicated adequate resources.
Duty of loyalty. The recovery proceeds belong to the company. Directors should ensure that the capital allocation of recovered funds serves shareholder interests, not management convenience. If management proposes using recovered capital for executive bonuses rather than debt reduction or reinvestment, the board should scrutinize that carefully.
Business judgment rule. The board’s decision on recovery strategy — which paths to pursue, whether to take immediate capital, how to allocate recovered funds — is protected by the business judgment rule as long as directors are informed, disinterested, and exercise reasonable judgment. Document the decision-making process in board minutes.
Audit committee considerations
External auditor coordination. The audit committee should confirm that the external auditor has been briefed on the IEEPA receivable, the recognition methodology, and the expected timeline. The auditor may want to perform additional procedures, including confirmation with CBP or the customs broker.
Internal controls assessment. The IEEPA recovery introduces new transaction types (refund receipts, claim assignments) that may not be covered by existing internal controls. The audit committee should confirm that management has designed and implemented controls over the recovery process, including segregation of duties, authorization requirements, and reconciliation procedures.
Disclosure review. For public companies, the audit committee should review all IEEPA-related disclosures in SEC filings, including the receivable amount, accounting policy, risk factors, and any contingent liabilities related to downstream customer claims. See the Q2 2026 financial statement guidance for disclosure recommendations.
Peer benchmarking for board context
Board members will want to know how the company’s recovery compares to peers. While exact data is proprietary, management can provide context:
Industry-level data. The total IEEPA tariff pool is approximately $166 billion. The market-level analysis provides context on the overall recovery landscape.
Sector comparisons. Companies in your sector with similar import profiles likely have comparable IEEPA exposure. Industry associations and trade publications may publish aggregate recovery statistics.
Filing timeline benchmarks. Companies that filed within 30 days of the ruling are in the first processing wave. Filing within 60-90 days places you in the second wave. Filing later means longer processing times. Management should contextualize your filing timeline against these benchmarks.
Recovery path mix. The mix of PSC, protest, CIT, and immediate capital across your portfolio reflects management’s strategic choices. Compare this mix to the general guidance for companies of your size and import profile.
How to build this briefing for your company
This template works for any importer, but the numbers need to be your numbers. The Impact Assessment provides the entry-level data that populates every table and figure in this briefing:
- Total IEEPA duties paid
- Entry portfolio breakdown by liquidation status
- Recovery path assignment for each entry
- Estimated refund amounts including statutory interest
- Timeline projections based on filing dates and CAPE queue position
Without this data, the briefing is a placeholder. With it, the briefing is actionable — and your board can approve a recovery strategy in a single meeting.
After the board meeting: execution tracking
Once the board approves the recovery strategy, establish a reporting cadence that keeps directors informed without creating unnecessary meeting burden:
Monthly email update. A brief email (3-5 bullet points) from the CFO or designee to the board chair and oversight committee covering: entries filed this month, cumulative filing status, any deadlines approaching, and estimated timeline for first refund receipt.
Quarterly committee report. A one-page dashboard-style report for the audit or finance committee covering: total recovery booked, total cash received, total pending, updated timeline estimates, and any material exceptions or risks.
Ad hoc notifications. Notify the board immediately if: a material CBP denial occurs, the government signals any policy change affecting the recovery, the company decides to execute an immediate capital assignment above the authorized threshold, or the estimated recovery amount changes by more than 10%.
Annual review. Include the IEEPA recovery in the annual strategic review. Once the recovery is substantially complete, conduct a retrospective on lessons learned and any permanent process improvements that resulted.
This reporting structure keeps the board appropriately informed while keeping the operational burden on management. Directors should know the status at all times but shouldn’t be managing the process.
Adapting the briefing for different board profiles
Not all boards are the same. Adapt the briefing approach based on your board’s composition:
For PE-backed boards: PE directors focus on cash flow, EBITDA impact, and portfolio company value creation. Lead with the dollar amount, the EBITDA uplift, and the cash flow timeline. They’ll want to understand the immediate capital option and how it compares to the government path on an IRR basis.
For public company boards: Independent directors focus on disclosure, governance, and fiduciary duty. Emphasize the accounting treatment, auditor coordination, and SEC disclosure implications. Include the risk assessment prominently.
For family-owned company boards: Family directors often focus on long-term value preservation and risk management. Frame the recovery as a windfall to be deployed carefully — debt reduction, reinvestment, or reserve building.
For founder-led boards: Founders often want to move fast and may be less focused on governance process. While supporting their urgency, ensure the briefing documents the decision-making process — this protects the company if the recovery is later questioned.
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