How a deal is structured can change what founders keep after tax. We advise on reorganizations, recapitalizations, acquisitions and secondary sales, with attention to QSBS, rollover equity and executive payments. Tax input arrives early, while the structure can still move.
At a glance
- Practice
- Tax
- Pricing
- Flat fee, quoted before we start
- Included
- 6 deliverables
- Process
- 3 steps, one named attorney
- Where we work
- Slack, email or a call
When founders call us
The moments that usually bring a company to us for this work.
- 01
You are flipping a foreign parent company into a Delaware C corp before a US raise
- 02
An acquirer has proposed an asset deal and you want to compare it with a stock sale
- 03
Founders are selling shares in a secondary or tender offer
- 04
You are recapitalizing the company or cleaning up a messy cap table before an exit
What you get
Scoped in writing before we start. One flat fee for all of it.
- Tax structuring memo for the reorganization, recap or sale
- Comparison of asset, stock and merger structures and their effects on sellers
- QSBS and Section 1045 rollover review for founder shares
- Review of earnouts, escrows and rollover equity terms
- Section 280G analysis and shareholder approval process where needed
- Tax comments on the purchase agreement and disclosure schedules
How it works
- 1
Deal mapping
We review the proposed structure, cap table and each seller group's position.
- 2
Structuring advice
We compare alternatives and recommend a path, flagging any facts still unknown.
- 3
Documents and close
We comment on deal documents and coordinate tax steps through closing.
Mistakes we help you avoid
The ones we see most often, and catch before they cost you.
- Avoided
Agreeing to a deal structure before understanding its effect on founders' QSBS
- Avoided
Running a foreign-to-US flip in a way that triggers tax that could have been avoided
- Avoided
Secondary sales priced in ways that raise questions about compensation income or the 409A valuation
- Avoided
Missing the Section 280G shareholder vote before closing
Restructurings & Exits: questions founders ask
A flip moves a company's parent from one jurisdiction to another, often from a foreign company to a Delaware C corp so US investors can invest. It is usually done as a share exchange. Whether it is tax-free depends on the countries involved and how it is structured.
Sellers usually prefer a stock sale, since it can deliver capital gain treatment and may qualify for QSBS. Buyers sometimes prefer asset deals for the tax basis step-up. The right structure depends on the company's tax profile, liabilities and what the buyer will agree to.
Section 1045 may let you defer gain on QSBS held more than six months if you reinvest the proceeds in other QSBS within 60 days. The rules are technical and the replacement stock must qualify. Planning before the sale is important.
Often, but not always. If the price is above fair market value or the sale is tied to employment, part of the proceeds may be treated as compensation. The facts of each transaction matter.
Get a flat-fee quote for Restructurings & Exits.
A short call with an attorney. You leave with a written scope and one fixed price.
Book a call