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Orrick's Founder Series offers monthly top tips for UK startups on key considerations at each stage of their lifecycle, from incorporating a company through to possible exit strategies. ...more
The IRS has introduced a significant update permitting electronic filing of Form 15620 to make an election pursuant to Section 83(b) of the Internal Revenue Code. This update modernizes the compliance requirements of Section...more
The One Big Beautiful Bill Act (the “OBBBA”), which was signed into law on July 4, 2025, contained a big, beautiful surprise for qualified small business stock (“QSBS”) investors. Individual investors, private equity funds...more
On July 4, 2025, the One Big Beautiful Bill Act (the "OBBBA") was signed into law. The OBBBA made a number of significant changes to the Internal Revenue Code of 1986, as amended (the "Code"). We write to highlight a handful...more
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
There is a possibility for one or more additional reconciliation bills during late 2025 and 2026 and therefore opportunities for enactment of additional provisions, as well as changes and improvements to the Legislation....more
The “One Big Beautiful Bill Act” (OBBBA), signed into law on July 4, 2025, brings important changes for investment funds. The OBBBA also omits several anticipated provisions that would have adversely impacted investment...more
Over the past decade, the landscape of cross-border partnering in the life sciences sector has undergone a dramatic transformation, particularly in transactions between Chinese biotech companies and their US and European...more
The One Big Beautiful Bill Act (“OBBBA”), signed into law on July 4, 2025, introduced a number of significant amendments to the Internal Revenue Code. Among the OBBBA’s most notable changes are the revisions to Section 1202...more
Life sciences companies (particularly early stage companies) may be attracted to an LLC holding company structure as an alternative to a typical C corporation structure to maximize both the purchase price paid by a future...more
On July 4, President Donald Trump signed a budget reconciliation bill entitled the “One Big, Beautiful Bill Act” (the Act). The Act extends the tax cuts that were enacted as part of the Tax Cuts and Jobs Act of 2017, adds a...more
Section 1202 of the Internal Revenue Code provides that noncorporate taxpayers may exclude certain gains on the disposition of Qualified Small Business Stock (QSBS) held longer than the minimum required holding period. One...more
With a name like the One Big Beautiful Bill Act (OBBBA), you know two things right away: (1) it’s a mouthful, and (2) you’re going to have to wade through a lot to find the useful parts. Fortunately, two tax lawyers already...more
Key Takeaways - - The One Big Beautiful Bill Act represents the most significant expansion of QSBS tax benefits since 2010. - Among other significant changes, the One Big Beautiful Bill Act introduces a tiered QSBS...more
On July 4, 2025, President Trump signed into law the One Big Beautiful Bill Act (OBBBA), which included revisions to Section[1] 1202 for “qualified small business stock” (QSBS) unchanged from those initially introduced in the...more
The “qualified small business stock” (QSBS) tax exemption under Section 1202 allows non-corporate founders and investors in certain emerging growth companies to potentially exclude up to 100 percent of the U.S. federal...more
Increasingly, founders desire liquidity with respect to a portion of their equity stake before the company goes public or completes a complete exit event (like an M&A sale). Liquidity is desired for many reasons, including...more
On June 16, 2025, the Senate Finance Committee released its draft legislative text (the Senate Proposal) following the prior passage of the One Big Beautiful Bill Act by the House of Representatives (the House Bill). ...more
In this episode of Just Compensation, Megan Monson and Jessica I. Kriegsfeld talk to Anthony O. Pergola, Vice Chair of Lowenstein’s Emerging Companies & Venture Capital practice group, about the complexities and challenges of...more
U.S. venture capitalists investing at the early stages (Seed and Series A) in a UK (or other non-U.S.) company often require that the company “flips” its corporate structure and establishes a U.S. (most commonly Delaware)...more
Many non-US startup founders initially incorporate in their home country and then decide to reincorporate or create a subsidiary in the US. There are many advantages for foreign founders to move operations to the US,...more
As a founder, deciding whether to organize your business as a corporation or a limited liability company (LLC) is a crucial first step. Corporations are often favored for their ability to attract venture capital and offer...more
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
The Iowa Economic Development Authority (“IEDA”) recently unveiled its bill (HSB 305 and SSB 1205) to overhaul Iowa’s tax credit system. The bill is expected to go through the legislative process in both chambers soon for the...more
The Israel Tax Authority (ITA) recently published updated guidelines, regarding tax aspects applying to investments in companies through SAFEs. Such guidelines were published following the previous guidelines published by the...more