Baker Tax Blog
SAFEs in LLCs
Updated. Originally posted September 14, 2019. Once there was a beautiful tech incubator named Y Combinator. In a dream one night she saw herself curing every start-up’s funding woes with a magical new creature called a SAFE. When she woke up, she got to work creating...
Tying an Earnout to Services
Earnouts are a common feature of M&A transactions, particularly when the buyer and seller disagree on the value of the business. Rather than resolving that disagreement at closing, the parties agree that additional consideration will be paid later if...
Fixing a Missed 83(b) Election
“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...
Transferring a Stock Option
I occasionally get asked whether it is possible to transfer a stock option. Listed below are relevant considerations. Does the plan allow for it? Carefully read the stock option plan and agreement to see if there are any restrictions on option transfer. There...
Year-End Tax Moves
You’ve got about three weeks left in 2025, which means there’s still time for some last-minute, tax planning. Here are ten ideas to consider before December 31: 1. Accelerate deductible business payments (cash-basis taxpayers)If you own or operate a cash-basis...
Secondary Purchase plus Exchange
Updated. Originally posted November 3, 2022. Over the past six years, a particular method for providing founder liquidity has gained significant popularity: an investor purchases common stock from founders during a preferred financing at the preferred price. The...
What’s Lurking in Your Cap Table?
What’s Lurking in Your Cap Table? A clean capitalization table (or “cap table”) isn’t just good housekeeping—it’s a critical part of maintaining your company’s legal and tax health. Yet many founders discover, often too late, that their cap table hides costly issues...
2026 Tax Rates
The tax rates and deduction amounts for the 2026 calendar year are listed below. Federal ordinary income tax rates Single taxpayers If taxable income is between: The tax is: $0 – 12,400 10% of taxable income 12,400 – 50,400...
Lisa Okragly – MBA, CPA, and Tax Attorney
My journey to becoming a tax attorney at Baker Tax Law has been shaped by a lifelong interest in both law and business—and by the satisfaction I find in solving complex problems through careful analysis and clear communication. I began my career in business and...
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
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...
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...