by Mike Baker | Oct 8, 2025
Updated. Originally posted May 1, 2021. When selling an S corporation, an increasingly common structure is the so-called “F” reorg QSub drop. This structure has gained popularity because it offers valuable tax advantages for both the buyer and the seller. Tax...
by Mike Baker | Aug 8, 2025
A parachute payment, in everyday terms, is money (or property) paid to an executive when a company is sold — to help them “land softly.” In tax-speak, however, parachute payments are more complicated. Here’s the story: In the 1980s, after public outcry over executives...
by Mike Baker | Jul 30, 2025
We see a lot of cap tables, and we’ll be blunt: most early-stage startups get at least a few things wrong. Some mistakes are harmless—like rounding ownership to a tenth of a percent. Others can wreck a financing, trigger tax disasters, or undermine employee trust....
by Mike Baker | Jul 17, 2025
The One Big Beautiful Bill Act (“OBBBA”) opened up new opportunities for QSBS planning (as our last blog covered). From a business entity standpoint, a large portion of the OBBBA was extending and tweaking some of the most popular changes from the 2017 Tax Cuts and...
by Mike Baker | Jul 8, 2025
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...
