News & Analysis as of

Capital Gains Acquisitions Tax Planning

Orrick, Herrington & Sutcliffe LLP

#Start-up M&A: ESOPs and VSOPs in Case of an Exit

What's this all about? Employee participation programs – whether equity-based (ESOPs) or virtual (VSOPs) – are a standard feature for German start-ups. They’re designed to incentivize and retain talent, and they play a...more

Tarter Krinsky & Drogin LLP

New Tax Law Increases the Benefits for Qualified Small Business Stock

Benefits Offer Enhanced Tax Exclusions and Eligibility for Founders, Early Employees, and Investors- The recently enacted One Big Beautiful Bill Act makes several taxpayer-friendly revisions to the rules governing Qualified...more

Herbert Smith Freehills Kramer

Earnout structures: Bridging valuation gaps in M&A – beware the tax complexity

With an observable increase in the use of earnout and contingent consideration structures in M&A, it is timely to consider the related tax complexity. In brief Our recent Private M&A Report highlights a rise in the use of...more

Orrick, Herrington & Sutcliffe LLP

Senate Bill Unexpectedly Proposes Significant Expansion of QSBS Benefits

On June 16, 2025, the Senate Finance Committee introduced a bill that would significantly expand the benefits available for qualified small business stock (QSBS). The expanded QSBS benefits apply to stock acquired after the...more

Hinckley Allen

Qualified Small Business Stock: Pre-Acquisition Planning for Tax Savings Upon Exit

Hinckley Allen on

Issuing qualified small business stock (“QSBS”) is a valuable tool that can provide significant tax savings to searchers and independent sponsors alike upon the eventual sale of one or more of their portfolio companies....more

Farrell Fritz, P.C.

M&A Tax Concepts: What is a “Gross-up Payment,” and Why Does It Matter?

Farrell Fritz, P.C. on

Buying or selling a business is an exciting experience, and potentially lucrative opportunity for all parties. Most often, during the letter of intent / early negotiations phase, a “deal” is struck based primarily on economic...more

DarrowEverett LLP

Unlocking Tax-Free Gains: The Power of QSBS in Mergers & Acquisitions

DarrowEverett LLP on

Internal Revenue Code (IRC) Section 1202 offers a significant tax incentive for investors in qualified small business stock (QSBS). This provision allows eligible shareholders to exclude up to 100% of capital gains realized...more

Foley & Lardner LLP

Physician Practice Private Equity Transactions – A Refresher

Foley & Lardner LLP on

All indications appear to point toward a robust market for health care mergers and acquisitions (M&A) in the coming year. Inflation — finally — appears to be easing. With that, we may continue to see interest rate cuts from...more

WilmerHale

State Taxation of Qualified Small Business Stock: Federal Tax Exclusion Not Always Replicated at State Level

WilmerHale on

In the event of an M&A transaction, many stockholders plan to take advantage of the exclusion from federal taxable income of gain realized from the sale or exchange of “qualified small business stock” (QSB stock). Section...more

Troutman Pepper Locke

Personal Goodwill: Opportunities for Buyers and Sellers - Tax Update Volume 2018, Issue 5

Troutman Pepper Locke on

If goodwill is personal to a shareholder of a C corporation (or an S corporation with built-in gain), in the context of a sale of the corporation’s assets to a buyer, the shareholder may be able to sell the goodwill...more

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