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 Baker Tax Blog

My Journey to Baker Tax

My Journey to Baker Tax

My journey to Baker Tax Law has been an exciting one. Since I was first exposed to tax law, I found that in many ways it is a lot like a puzzle. I have always enjoyed completing puzzles and solving problems, so I was naturally drawn to tax. After I graduated from the...

S Corp “F” Reorg QSub Drop

S Corp “F” Reorg QSub Drop

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...

QSBS Trust Stacking

QSBS Trust Stacking

Why QSBS Still Reigns as the Startup Tax Break of the Century For founders, early employees, and investors in C-corporations, the Qualified Small Business Stock (QSBS) exclusion under IRC § 1202 is one of the most powerful wealth-preservation tools available. When...

Brian Rogers, J.D., PhD

Brian Rogers, J.D., PhD

My route towards becoming a tax lawyer was circuitous, but the common thread was a love for learning and communicating about technical subjects. I was born and raised in Iowa, which was a wonderful place to grow up in. (Humidity and allergies aside!) I stayed local...

How to Run Back of the Envelope Parachute Payment (280G) Calculations

How to Run Back of the Envelope Parachute Payment (280G) Calculations

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...

From Sports to Compensation & Benefits

From Sports to Compensation & Benefits

Many kids say they want to be a lawyer when they grow up. However, I have yet to hear one say “I want to be an executive compensation and employee benefits lawyer.” Admittedly, I also did not make that declaration, even in law school! My journey here to Baker Tax Law...

Cap Table Compliance Avoiding Common Pitfalls

Cap Table Compliance Avoiding Common Pitfalls

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....

Online Filing of 83(b) Elections

Online Filing of 83(b) Elections

Back in November 2024, the IRS first released Form 15620 as a standardized way to make an election under Section 83(b) of the Internal Revenue Code.  However, until recently, Form 15620 still had to be physically mailed to the IRS.  The IRS now allows for Form 15620...

Remixing the Hits (OBBBA)

Remixing the Hits (OBBBA)

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...

Baker Tax Law Turns 10!

Baker Tax Law Turns 10!

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...

QSBS – 10x Basis

QSBS – 10x Basis

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...

QSBS Checklist

QSBS Checklist

One of the biggest tax breaks in the Internal Revenue Code is qualified small business stock (QSBS). For founders, early employees, and investors, it can mean walking away from a big exit with little or no federal tax. Here’s the short version: If you invest in a...