Special Topics in Creative Structures: The Common Stock Financing

Venture capital is drying up. So sayeth every oracle of Silicon Valley and the rest of the startup ecosystem. I don’t know that I agree with them (a good question – for another time), but I do know that belt-tightening times like this often lead entrepreneurs to look beyond the preferred equity-style investment structure which…

Continue reading

The Fix Crowdfunding Act

The Jumpstart Our Business Startups (JOBS) Act of 2012 eased securities regulations in order to encourage small businesses and startups to raise capital from crowdfunding. Since then, the Securities and Exchange Commission enacted Title III of the JOBS Act which encompasses regulation crowdfunding. However, Title III has faced criticism for being unworkable. Now, a new…

Continue reading

The Installment Method in M&A

Deferred payment sales are typically subject to the installment method unless the taxpayer affirmatively elects out.  There are three traps that one can fall into with the installment method. 1. With certain types of sellers like S corporations, a tax free distribution can be made to the extent of basis in the pre-transaction planning stage. …

Continue reading

Tax Aspects of Mergers and Acquistions: Types of Acquisitions

In our last post, I described some general issues relating to tax free reorganizations. This posts decsribes the types of tax free mergers and reorganizations and the requirements for each, especially as I see them in my law practice in Silicon Valley, San Francisco, Los Angeles and Palo Alto Califoirnia. Type A-Statutory Merger.  Mergers require compliance…

Continue reading