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Valid 409A Needed to Exercise?

Valid 409A Needed to Exercise?

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...
Year-End Tax Moves

Year-End Tax Moves

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...
FF Stock

FF Stock

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...
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...
Just How Small Can a Partner Interest Be

Just How Small Can a Partner Interest Be

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...
Disproportionate Allocation of Deal Proceeds

Disproportionate Allocation of Deal Proceeds

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,...