Category Archives: Uncategorized

I have heard this a number of times in regards to S Corporations & Blank Check Preferred Stock: “A corporation cannot make an S election if it has preferred stock authorized in its charter, even if the preferred stock is ‘blank check,’ meaning it doesn’t have any rights, preferences and privileges ascribed to it, andContinue reading “S Corporations & Blank Check Preferred Stock”

Restricted Stock Units (RSUs) are not a good choice of equity compensation for a startup. RSUs work great for big public companies, like Amazon or Microsoft. And sometimes RSUs can work great for private companies. But it has to be a really unique private company for RSUs to make sense. Examples would be a company rampingContinue reading “RSUs: The Tax Problems in the Startup Context”

Warrants can be confusing from a tax point of view. There are a couple of reasons for this. But the primary reason is probably that how a warrant is taxed is driven. Warrants are by the factual circumstances under which it was issued. Was it issued as part of an investment purchase transaction? Or wasContinue reading “Warrants: The Tax Story”

Dan Wright and Joe Wallin If you are going to raise money through a crowdfunding campaign, you need to think through the tax consequences before you start. You might have to collect sales taxes. You might also have to pay federal income taxes on the funds you raise, in the year in which you receiveContinue reading “Crowdfunding Tax Advice From the IRS”

Stock option plan administration requires regular attention to compliance obligations. Events to Watch Out For There is work to do when: the board of directors approves stock option grants (or stock awards), which can occur either at regularly scheduled board meetings or at any time at special board meetings or actions by unanimous written consent;Continue reading “Stock Option Plan Administration: A Guide”

It is well known that a company has to withhold income and employment taxes from an employee exercising nonqualified stock options. What About Former Employees? What is less well known is, what do you do if this person has left the employment of the company? What if they left employment years ago and are notContinue reading “Nonqualified Stock Options: Tax Withholding on Former Employees”

By Nikki Piplani and Joe Wallin If you are a startup company founder, one of the first questions you will have will be about sharing equity with your early hires. Once you start asking, you will hear plenty of advice about this. You will hear— “Be generous”. You will also hear— “Worry about dilution”. The concernsContinue reading “How to Share Equity”

In startup land, aside from cash compensation, stock options are the most important part of employee compensation. (This is the case because once a startup is beyond the very early, initial startup phase, no other form of equity compensation–such as restricted stock or RSUs–works very well from a tax point of view for employees.) BecauseContinue reading “Incentive Stock Options: The Qualifications and Limitations”

If you are not familiar, last December the Congress and the President made permanent one of the most significant tax breaks probably ever made available to founders and investors in startups. They created something that they could have rightfully called, “Tax Free Startup Company Stock.” What am I talking about? Well, last December the CongressContinue reading “Tax Free Startup Company Stock”

By Ashley Long If you are a startup company, your brand (your trademarks) may be one of your most important items of intellectual property. Protecting your brand through one or more federally registered trademarks is usually a really smart move. For not very much money, you can obtain federal rights allowing you to stop subsequentContinue reading “Trademarks: When To File Outside the U.S.”