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Exercising Shortly Before Closing

Exercising Shortly Before Closing

So, your company is being sold and you want to know whether you should exercise your stock options prior to closing.  First you should confirm whether the transaction agreement (i.e., stock purchase agreement, asset purchase agreement, or merger agreement) provides...
Partnership Equity

Partnership Equity

For tax purposes, there are three types of equity that can be issued in a partnership or an LLC taxed as a partnership: capital interests, profits interests, and carried interests. Knowing what type of interest you own or are being granted is important, because there...
Convertible Notes

Convertible Notes

 So, you started a business and you issued a convertible note. You know, a loan that can be repaid with the equity of your start-up. The date of the note conversion has arrived and you’re busy calculating how many shares you need to issue when suddenly you get an...
Stock Option Downward Repricings

Stock Option Downward Repricings

What do you do, when you receive a 409A valuation for your company that is lower than the exercise price of previously granted stock options? A few years ago I read an article titled, We Spend Too Much Time Celebrating “Start Ups” and Not Enough Time...
LLC Conversions

LLC Conversions

So, you’d like to convert your limited liability company, which is taxed as a partnership, into a C corporation? This is generally not hard to do from a pure mechanics perspective.  If your LLC is organized in Delaware, or certain other states, the conversion can be...