Baker Tax Blog

An F reorganization is a tax-free restructuring that changes a corporation's legal form without changing the underlying business. The Internal Revenue Code describes it as a “mere change in identity, form, or place of organization.” In practical terms, the corporation...

Have you ever been to Casa Bonita in Lakewood, Colorado? It combines Mexican food with cliff divers, an indoor waterfall, piñatas, and a haunted cave. It’s an unusual place that’s worth a visit. (More about Casa Bonita.) I used to take my family once or twice a year,...

How do you pay $0 in federal tax on a gain of up to $10M-$15M 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...

Alliance pairs Baker Tax Law's transactional tax and compensation & benefits legal expertise with Leo Berwick's M&A advisory platform: Baker Tax Law clients and partners now have access to 100+ highly technical tax experts, with a shared culture of practical...

I am frequently asked whether a new tax code Section 83(b) election is necessary when vested stock is subjected to new vesting restrictions. This revesting most often occurs at a financing. The investors request the revesting to ensure that the founders stick around....

So, your company has generated tokens, presumably offshore, and you want to use them to compensate employees. Common ways to do so include: Restricted Tokens Tokens can be sold or awarded directly to employees. Because the employee will either need to pay for the...

Qualified small business stock (“QSBS”) is a special type of stock that can result in 0% federal tax on the gain (up to a cap) from a sale if held more than 5 years. That is the good news. The bad news is that a company can accidentally disqualify otherwise eligible...

Updated. Originally posted May 13, 2022  Can I Use a Self-Directed Roth IRA to Fund My Start-Up? I was asked this question by three different clients yesterday. Ever since it was revealed that Peter Thiel reportedly accumulated billions of dollars inside his Roth IRA,...

May 2026 Update On May 20, 2026, Treasury Assistant Secretary for Tax Policy Kenneth Kies said during a conference in Washington, D.C., that the IRS is preparing guidance on the expanded exemption aimed at curbing what he described as stacking abuse. “Let me just warn...

So, you accidentally granted one or more discount stock options. Now what? As quick background, a discount stock option has an exercise price below the fair market value of the underlying stock on the date of grant.[1] For whatever reason, Congress doesn’t like this...

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...

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...