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The Double Merger

The Double Merger

A “double merger” is exactly what it sounds like: two mergers completed back-to-back as part of a single, integrated transaction. In the first step, the buyer acquires the target through a reverse triangular merger, with the target surviving as a wholly owned...
Sale of LLCs taxed as Partnerships

Sale of LLCs taxed as Partnerships

So, you own equity in an LLC taxed as a partnership, and it has come time to sell the company. What happens if you sell your interest? What happens if instead the LLC sells its assets? Similarities Regardless of whether the transaction is structured as an equity sale...
Stale 409A Valuation

Stale 409A Valuation

Let’s say it’s February 2026 and you have some stock options you would like to grant members of your team.  You’ve heard that you can rely on a tax code Section 409A valuation for up to 12 months.  You received a valuation of $0.30 per share effective as of December...
Discount Stock Options

Discount Stock Options

Myth: You must grant stock options with a fair market value exercise price. Truth: A nonstatutory stock option can be granted with a discount exercise price if: The stock option is fixed-exercise; or The stock option meets the independent contractor exception. Most...
Section 83(b) Elections and Non-US Persons

Section 83(b) Elections and Non-US Persons

Occasionally a company calls me and asks me about granting a stock award to a service provider in a foreign country.  That can be done, though it often involves drafting an international form of stock award agreement, sometimes involves adopting a sub-plan to be...