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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...
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...
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...