Baker Tax Blog

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...

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...

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...

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...

Congress just passed, and President Trump signed, the One Big Beautiful Bill Act (OBBBA)—a sweeping package aimed at boosting American innovation and capital formation. Buried in the bill is Section 70431, which dramatically expands the Qualified Small Business Stock...

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...

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...

Flashback to 2015. You were so excited when you started your company. You handed out stock options right away to your new employees and shared your expectation that the company would sell in a few years for a big pile of cash. Now it's 2025 however, and you're still...

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...

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...

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...