Baker Tax Blog

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...

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...

“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...

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...

There has been much action in Washington D.C. with the new administration.  One of the talking points that is still in process is the “One, Big Beautiful Bill” that addresses tax reform.  Sunset Provisions Under the Tax Cuts and Jobs Act (TCJA) enacted during the...

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 which...

You have three months left in 2024. There’s still time to save yourself some tax. Here are ten ideas: 1. Do you own or run a company that is a cash basis taxpayer? Consider paying all outstanding invoices by December 31, so you can take the deductions this year. Reach...

I’ve always thought FF stock was pretty creative.  And with the secondary purchase plus “magical” exchange structure losing favor, perhaps it’s time to give FF stock another look.  What is FF stock? Founders start a company. They grow it successfully for several years...

If you’re an entrepreneur you’ve no doubt heard from a buddy about qualified small business stock (“QSBS”). QSBS is stock in a C corporation that if held for more than five years can result in a 0% federal tax rate on a significant amount of gain. See here for more...

Venture capital and private equity fund sponsors frequently ask “how much money do I actually have to contribute to a partnership as the general partner (or “GP”)?” Unfortunately, the answer is that old tax lawyer chestnut: “It’s not entirely clear, and largely...

Pretend you have a preferred equity investment in a company, entitling you to a 2x return before common holders participate in deal or liquidation proceeds. A buyout term sheet arrives, and while the valuation would only get you a 1.8x return, that’s more than enough,...

How do you pay zero federal tax on up to $10,000,000? Invest in a qualified small business. General speaking, a qualified small business is: A domestic C corporation; Which, at all times up to the time immediately following the issuance of your stock, had less than...