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Choice of Entity

Choice of Entity

You have a brilliant business idea. And you can see yourself as a millionaire. But sadly, you’re frozen by the very first decision you have to make: Do you form the company as an S corp, C corp, or LLC? Today’s your lucky day. I’ll make it easy for you. If you plan on...
Baker Tax Law Turns 10!

Baker Tax Law Turns 10!

November 2014: I was laying in bed reading abovethelaw.com when to my delight I ran across the newly announced Cravath bonus scale (Cravath is a New York law firm that is often the first to announce its associate year-end bonus numbers). Cooley had never been a market...
Fixing a Missed 83(b) Election

Fixing a Missed 83(b) Election

“You filed your Section 83(b) election, right?” Silence. “Right?” I gave a presentation years ago on how to fix a missed tax code Section 83(b) election. My phone started ringing the moment I returned to my office. Turns out, these get missed. Apparently, founders...
QSBS Attestation Letters

QSBS Attestation Letters

How do you pay $0 in federal tax on a gain of up to $10M or even more?  By selling qualified small business stock (QSBS) that you’ve held for more than 5 years. What is even more amazing, is that the government has left it up to the taxpayer to self-report whether the...
Valid 409A Needed to Exercise?

Valid 409A Needed to Exercise?

Have you noticed that Carta won’t let your optionholders exercise unless you have a current tax code Section 409A valuation (which Carta allows to be board determined as a stop gap if the company is in the process of a financing or some other material event...