The document discusses tax issues related to startup companies. It begins by covering the choice of entity for a startup, comparing an LLC, S corporation, and C corporation. It discusses factors such as taxation at the entity level, eligibility requirements for owners, taxation of stock options, and double taxation for C corporations. The document then covers specific issues related to Section 305 of the tax code and how it applies to common scenarios for startups, such as convertible preferred stock and accrual of dividends. It also discusses the tax treatment of different types of stock rights for startups.
This document discusses several tax issues related to startup companies, including:
1) Choice of entity considerations such as availability of losses, fringe benefits, public offerings, liability, intellectual property, and ownership transfers.
2) Qualified small business stock and relevant tax benefits at the federal and state levels.
3) Proposed §305 regulations regarding deemed distributions on convertible instruments.
4) Dynamic split models for allocating founder's equity.
5) Tax treatment of convertible debt issued as an investment.
Idea to ipo funding 101 royse - august 11 2020Roger Royse
This document provides an overview of various sources of funding for startups, from founders' personal savings to venture capital. It discusses funding from founders, debt financing, government grants and loans, friends and family investors, angel investors, venture capital firms, and alternative sources like crowdfunding and initial coin offerings. For venture capital specifically, it covers typical terms, economics, metrics VCs consider, and structuring a startup to be attractive to VCs, including choice of entity, founder equity structures, and vesting. The overall purpose is to educate entrepreneurs on their funding options from early startup stages through growth with institutional investors.
Top 10 Tax Issues for Startup CompaniesRoger Royse
The document discusses tax issues related to startup companies. It begins by covering the choice of entity for a startup, comparing an LLC, S corporation, and C corporation. It notes tax implications of each including taxation of earnings, eligibility requirements for owners, and taxation of transfers. The document then discusses specific issues related to startups including section 305 regulations on convertible preferred stock, taxation of stock rights like convertible debt and warrants, and dynamic split models for allocating equity.
Emploment law issues for the gig economyRoger Royse
Discussion on misclassification of employment, managing risks of employment, strategies for avoiding misclassification, and changes in the legal landscape with regards to employment
FEI Presentation. Top Mistakes Financial Executives Make Roger Royse
1. The document outlines several legal mistakes that financial executives commonly make, including failing to properly indemnify directors and officers, mishandling equity compensation, violating non-compete agreements, and mismanaging intellectual property.
2. It also discusses risks related to certifying financial statements, personal liability under Sarbanes-Oxley, foreign corrupt practices violations, anti-money laundering failures, and cybersecurity breaches.
3. Throughout the document, examples are given of executives who faced legal or regulatory consequences due to these types of mistakes, such as the former CFO of Baker Hughes who authorized an illegal payment through a third party in violation of the Foreign Corrupt Practices Act.
California Incentives and Multi-State Tax Issues webinar slidesRoger Royse
An online discussion of various state tax issues for companies and individuals doing business in California. Our panelists cover recent developments in California income and sales tax, tax credits and incentives, multi-state tax issues for technology companies and state residency planning for individuals. Our panel of speakers includes:
Roger Royse, Royse Law Firm
Monika Miles, Miles Consulting Group
David Wittrock, Price, Wittrock CPA LLP
David Spence, Royse Law Firm
The document outlines the timeline and process for passing the Tax Cuts and Jobs Act of 2017 in the U.S. Congress. It then provides a high-level overview of some of the major provisions introduced in the new tax law, including lower corporate tax rates, limitations on interest expense deductibility, immediate expensing, changes to net operating loss rules, new FDII rules, lowered rates for pass-through entities, related party anti-hybrid rules, and the new Base Erosion and Anti-Abuse Tax (BEAT). The provisions are complex due to existing rules layered on top of the new rules, and regulations will be needed to provide further guidance. Tax planning flexibility will be important given elements that
This document discusses several tax issues related to startup companies, including:
1) Choice of entity considerations such as availability of losses, fringe benefits, public offerings, liability, intellectual property, and ownership transfers.
2) Qualified small business stock and relevant tax benefits at the federal and state levels.
3) Proposed §305 regulations regarding deemed distributions on convertible instruments.
4) Dynamic split models for allocating founder's equity.
5) Tax treatment of convertible debt issued as an investment.
Idea to ipo funding 101 royse - august 11 2020Roger Royse
This document provides an overview of various sources of funding for startups, from founders' personal savings to venture capital. It discusses funding from founders, debt financing, government grants and loans, friends and family investors, angel investors, venture capital firms, and alternative sources like crowdfunding and initial coin offerings. For venture capital specifically, it covers typical terms, economics, metrics VCs consider, and structuring a startup to be attractive to VCs, including choice of entity, founder equity structures, and vesting. The overall purpose is to educate entrepreneurs on their funding options from early startup stages through growth with institutional investors.
Top 10 Tax Issues for Startup CompaniesRoger Royse
The document discusses tax issues related to startup companies. It begins by covering the choice of entity for a startup, comparing an LLC, S corporation, and C corporation. It notes tax implications of each including taxation of earnings, eligibility requirements for owners, and taxation of transfers. The document then discusses specific issues related to startups including section 305 regulations on convertible preferred stock, taxation of stock rights like convertible debt and warrants, and dynamic split models for allocating equity.
Emploment law issues for the gig economyRoger Royse
Discussion on misclassification of employment, managing risks of employment, strategies for avoiding misclassification, and changes in the legal landscape with regards to employment
FEI Presentation. Top Mistakes Financial Executives Make Roger Royse
1. The document outlines several legal mistakes that financial executives commonly make, including failing to properly indemnify directors and officers, mishandling equity compensation, violating non-compete agreements, and mismanaging intellectual property.
2. It also discusses risks related to certifying financial statements, personal liability under Sarbanes-Oxley, foreign corrupt practices violations, anti-money laundering failures, and cybersecurity breaches.
3. Throughout the document, examples are given of executives who faced legal or regulatory consequences due to these types of mistakes, such as the former CFO of Baker Hughes who authorized an illegal payment through a third party in violation of the Foreign Corrupt Practices Act.
California Incentives and Multi-State Tax Issues webinar slidesRoger Royse
An online discussion of various state tax issues for companies and individuals doing business in California. Our panelists cover recent developments in California income and sales tax, tax credits and incentives, multi-state tax issues for technology companies and state residency planning for individuals. Our panel of speakers includes:
Roger Royse, Royse Law Firm
Monika Miles, Miles Consulting Group
David Wittrock, Price, Wittrock CPA LLP
David Spence, Royse Law Firm
The document outlines the timeline and process for passing the Tax Cuts and Jobs Act of 2017 in the U.S. Congress. It then provides a high-level overview of some of the major provisions introduced in the new tax law, including lower corporate tax rates, limitations on interest expense deductibility, immediate expensing, changes to net operating loss rules, new FDII rules, lowered rates for pass-through entities, related party anti-hybrid rules, and the new Base Erosion and Anti-Abuse Tax (BEAT). The provisions are complex due to existing rules layered on top of the new rules, and regulations will be needed to provide further guidance. Tax planning flexibility will be important given elements that
The Paper Armageddon A Practical Guide For Creating A Document Retention Poli...Roger Royse
In this age of information overload, companies must make smart decisions about which documents to retain, and when and how to retain them. Lisa Chapman, Esq. of the Royse Law Firm will provide an overview of legal and practical considerations that should inform your documentation policy, with an emphasis on ensuring that your Company is complainant with tax and other relevant laws as well as practical solutions for handling what is now being called the "information overload."
InBIA Slides - Legal Issues for AcceleratorRoger Royse
This document discusses several key legal issues for accelerators. It covers the differences between leases and licenses, regulatory compliance considerations, types of funding structures like equity, debt, and SAFE instruments. It also discusses security laws and regulations around pooled investment vehicles and the Investment Company Act. Finally, it addresses crowdfunding rules under the JOBS Act, general solicitation exemptions, and broker-dealer registration requirements.
The first seminar of a four-part series on growing a business and preparing it for sale led by the co-chair of Kegler Brown's M+A practice, Eric Duffee. Eric partnered with Jeff Tubaugh and Maggie Gilmore of BDO for this presentation, which focused on the fundamentals of entity selection. It detailed different entity types and the related impacts from tax reform affecting them. It also discussed concerns related to outside investors, partnerships, various structural forms and the tax impact of each.
New business opportunities in the us romaniaRoger Royse
This document discusses new business opportunities in the United States and considerations for foreign companies looking to enter the US market. It covers topics such as choosing an entity structure, intellectual property protection, taxation, transfer pricing, and employment issues. The document provides an overview of the large US market and regulatory environment, and outlines strategies for setting up operations and structuring intercompany agreements to minimize tax liability.
Final top ten mistakes startups make 09.23.2014 (00046831x c0cb4)Roger Royse
LEARN FROM THE EXPERTS. EXPERIENCED CFO AND ATTORNEY WILL DISCUSS OBVIOUS AND AVOIDABLE MISTAKES COMMONLY MADE BY STARTUPS IN THEIR EARLY YEARS.
Financial and legal mistakes go hand in hand and often overlap. This interactive "conversation" between a CFO and an attorney will shed light upon these common mistakes, as well as provide solutions for avoiding common pitfalls. This webinar is geared towards current and future executives at startups, financial and legal advisors of startups, and students considering starting their own businesses.
Speakers: Lisa Chapman, Esq. - Royse Law Firm
Chris Chillingworth - Partner at CFOs2Go
Moderator: Fred Greguras, Esq. - Royse Law Firm
The document discusses different types of business entities including sole proprietorships, C-corporations, S-corporations, partnerships, and limited liability companies. It provides an overview of the legal and tax considerations for each entity type, such as formation requirements, tax treatment, advantages, and disadvantages. The document also includes examples analyzing reasonable compensation and partnership tax issues.
Compliance issues are at the front of every manager's and fiduciary’s mind these days. It used to be that all the worry came from a creative plaintiffs’ bar calling a business's conduct into question, but those days are long gone. Public and private companies are investigated by not only the United States federal government, but also local, state, and foreign governments. Self-regulating entities also add a layer of scrutiny. Under the insulation of the attorney-client privilege, an effective internal investigation can help marshal the facts to inform corporate decisions about past or existing violations and prevent potential future violations. An internal investigation can protect management from the violation and records the company's response to an incident or violation. However, most importantly, it serves to send a clear message that the company is serious about compliance and that it sets transparency as a priority. This webinar surveys recent compliance trends and discusses best practices regarding the attorney-client privilege, joint defense agreements, the use of experts, witness interviews, the consequences of self-disclosure and how to control the impact on the company.
To view the accompanying webinar, go to: https://www.financialpoise.com/financial-poise-webinars/internal-investigations-101-2021/
The webinar discusses the key factors to consider when choosing a business entity, including various types of entities like C corporations, S corporations, LLCs, partnerships, and sole proprietorships. It covers differences in liability, ownership restrictions, taxation of income, employment taxes, deductibility of fringe benefits, and implications of distributions and sales. The webinar analyzes these considerations and pros and cons for each entity type to help business owners determine the most suitable structure. It also reviews procedures for changing entity forms.
Introduction to Business Entities in Pakistanhamidjalal
The document provides a brief description of Legal Entities that could be incorporated in Pakistan to start a business and the merits and demirits of using each entity as a launch pad
The document discusses various provisions of the JOBS Act that aim to improve access to capital markets for emerging growth companies. It covers crowdfunding/crowdfinancing exemptions that allow companies to raise funds from the general public. It also discusses the expansion of Rule 506 to allow general solicitation, as well as updates to Regulation A. Key details include investment limits, disclosure requirements, solicitation rules, and the differences between exemptions like Rule 506(b), 506(c) and Regulation A Tier 2.
CTKnowledgeShare: CT Corporation is dedicated to educating our customers on the most current and essential topics for corporate legal and compliance professionals.
This document provides an overview and contents of Chapter 16, which discusses S corporations. Key points include:
1) S corporations allow income and losses to flow through to shareholders but the character of items is determined at the entity level. Distributions are generally not taxable but gains may be recognized on property distributions.
2) S corporations must generally use a calendar year but may elect a fiscal year if certain deferral or business purpose tests are met. Accrual, cash, and hybrid accounting methods are allowed.
3) Basis accounts include outside basis, at-risk basis, accumulated adjustment account (AAA), and previously taxed income account, which determine tax treatment of losses, distributions, and sales.
The document discusses the key characteristics and tax advantages of an S corporation. An S corporation is a business structure that allows business income and losses to pass through to shareholders for taxation under individual tax rates, avoiding double taxation. It provides liability protection like a C corporation but taxes profits like a partnership. Key benefits include lower overall taxes, ability to remove profits tax-free as distributions, and flexibility to manage employment taxes through executive salaries.
This document provides summaries of two presenters who will be speaking on business entity selection and its benefits and pitfalls. Kevin Learned is a founding partner at a law firm specializing in advising small and mid-sized federal services contractors on matters including company formation, mergers and acquisitions, private offerings, and certifications. Aman Badyal counsels clients on various transactions including choice of entity, formation, private placements, and mergers. The document then covers various topics related to different types of business entities including sole proprietorships, partnerships, corporations and LLCs and their characteristics regarding liability, taxes, ownership restrictions, and management.
The document provides information about electing S corporation status for Cane, Inc. It discusses:
- Cane, Inc. has been a C corporation with less than $100,000 annual income, but expects losses in the next few years due to imports
- Electing S corporation status could allow deducting anticipated losses and provide tax benefits
- Requirements for S corporation eligibility include being a domestic corporation with one class of stock and 100 or fewer shareholders
- Cane, Inc. could elect S status if it has identical voting and non-voting stock and shareholders consent before the deadline
This document summarizes a presentation on recent federal income tax incentives targeted at small businesses. It discusses policy considerations for supporting small businesses and reviews choices of business entities such as sole proprietorships, partnerships, S-corporations and C-corporations. It also summarizes tax incentives for small business investments including qualified small business stock gains exclusion and ordinary loss treatment for small business stock. The document concludes by reviewing employment related tax incentives such as the federal unemployment tax rate reduction and the deduction for health insurance costs for self-employed individuals.
Attorney Hans Kim of Wilson Sonsini Goodrich & Rosati will review recent trends in start-up financings, including SAFE instruments, convertible equity, series seed, crowdfunding etc. Hans will also review key terms of Series A financings and important steps that every start-up should take to avoid issues that can delay or derail early stage financings.
The document discusses XSLT (eXtensible Style Sheet Language Transforms) and how it is used extensively in SharePoint for customization. XSLT allows XML documents to be transformed into other formats like HTML. It describes how SharePoint uses XSLT transformations to generate dynamic content from lists, search results, and RSS feeds. The document also provides examples of pre-built XSL stylesheets used in SharePoint and different methods for customizing web parts with XSLT, including editing stylesheets, editing web part properties, and building custom XSL files.
The Paper Armageddon A Practical Guide For Creating A Document Retention Poli...Roger Royse
In this age of information overload, companies must make smart decisions about which documents to retain, and when and how to retain them. Lisa Chapman, Esq. of the Royse Law Firm will provide an overview of legal and practical considerations that should inform your documentation policy, with an emphasis on ensuring that your Company is complainant with tax and other relevant laws as well as practical solutions for handling what is now being called the "information overload."
InBIA Slides - Legal Issues for AcceleratorRoger Royse
This document discusses several key legal issues for accelerators. It covers the differences between leases and licenses, regulatory compliance considerations, types of funding structures like equity, debt, and SAFE instruments. It also discusses security laws and regulations around pooled investment vehicles and the Investment Company Act. Finally, it addresses crowdfunding rules under the JOBS Act, general solicitation exemptions, and broker-dealer registration requirements.
The first seminar of a four-part series on growing a business and preparing it for sale led by the co-chair of Kegler Brown's M+A practice, Eric Duffee. Eric partnered with Jeff Tubaugh and Maggie Gilmore of BDO for this presentation, which focused on the fundamentals of entity selection. It detailed different entity types and the related impacts from tax reform affecting them. It also discussed concerns related to outside investors, partnerships, various structural forms and the tax impact of each.
New business opportunities in the us romaniaRoger Royse
This document discusses new business opportunities in the United States and considerations for foreign companies looking to enter the US market. It covers topics such as choosing an entity structure, intellectual property protection, taxation, transfer pricing, and employment issues. The document provides an overview of the large US market and regulatory environment, and outlines strategies for setting up operations and structuring intercompany agreements to minimize tax liability.
Final top ten mistakes startups make 09.23.2014 (00046831x c0cb4)Roger Royse
LEARN FROM THE EXPERTS. EXPERIENCED CFO AND ATTORNEY WILL DISCUSS OBVIOUS AND AVOIDABLE MISTAKES COMMONLY MADE BY STARTUPS IN THEIR EARLY YEARS.
Financial and legal mistakes go hand in hand and often overlap. This interactive "conversation" between a CFO and an attorney will shed light upon these common mistakes, as well as provide solutions for avoiding common pitfalls. This webinar is geared towards current and future executives at startups, financial and legal advisors of startups, and students considering starting their own businesses.
Speakers: Lisa Chapman, Esq. - Royse Law Firm
Chris Chillingworth - Partner at CFOs2Go
Moderator: Fred Greguras, Esq. - Royse Law Firm
The document discusses different types of business entities including sole proprietorships, C-corporations, S-corporations, partnerships, and limited liability companies. It provides an overview of the legal and tax considerations for each entity type, such as formation requirements, tax treatment, advantages, and disadvantages. The document also includes examples analyzing reasonable compensation and partnership tax issues.
Compliance issues are at the front of every manager's and fiduciary’s mind these days. It used to be that all the worry came from a creative plaintiffs’ bar calling a business's conduct into question, but those days are long gone. Public and private companies are investigated by not only the United States federal government, but also local, state, and foreign governments. Self-regulating entities also add a layer of scrutiny. Under the insulation of the attorney-client privilege, an effective internal investigation can help marshal the facts to inform corporate decisions about past or existing violations and prevent potential future violations. An internal investigation can protect management from the violation and records the company's response to an incident or violation. However, most importantly, it serves to send a clear message that the company is serious about compliance and that it sets transparency as a priority. This webinar surveys recent compliance trends and discusses best practices regarding the attorney-client privilege, joint defense agreements, the use of experts, witness interviews, the consequences of self-disclosure and how to control the impact on the company.
To view the accompanying webinar, go to: https://www.financialpoise.com/financial-poise-webinars/internal-investigations-101-2021/
The webinar discusses the key factors to consider when choosing a business entity, including various types of entities like C corporations, S corporations, LLCs, partnerships, and sole proprietorships. It covers differences in liability, ownership restrictions, taxation of income, employment taxes, deductibility of fringe benefits, and implications of distributions and sales. The webinar analyzes these considerations and pros and cons for each entity type to help business owners determine the most suitable structure. It also reviews procedures for changing entity forms.
Introduction to Business Entities in Pakistanhamidjalal
The document provides a brief description of Legal Entities that could be incorporated in Pakistan to start a business and the merits and demirits of using each entity as a launch pad
The document discusses various provisions of the JOBS Act that aim to improve access to capital markets for emerging growth companies. It covers crowdfunding/crowdfinancing exemptions that allow companies to raise funds from the general public. It also discusses the expansion of Rule 506 to allow general solicitation, as well as updates to Regulation A. Key details include investment limits, disclosure requirements, solicitation rules, and the differences between exemptions like Rule 506(b), 506(c) and Regulation A Tier 2.
CTKnowledgeShare: CT Corporation is dedicated to educating our customers on the most current and essential topics for corporate legal and compliance professionals.
This document provides an overview and contents of Chapter 16, which discusses S corporations. Key points include:
1) S corporations allow income and losses to flow through to shareholders but the character of items is determined at the entity level. Distributions are generally not taxable but gains may be recognized on property distributions.
2) S corporations must generally use a calendar year but may elect a fiscal year if certain deferral or business purpose tests are met. Accrual, cash, and hybrid accounting methods are allowed.
3) Basis accounts include outside basis, at-risk basis, accumulated adjustment account (AAA), and previously taxed income account, which determine tax treatment of losses, distributions, and sales.
The document discusses the key characteristics and tax advantages of an S corporation. An S corporation is a business structure that allows business income and losses to pass through to shareholders for taxation under individual tax rates, avoiding double taxation. It provides liability protection like a C corporation but taxes profits like a partnership. Key benefits include lower overall taxes, ability to remove profits tax-free as distributions, and flexibility to manage employment taxes through executive salaries.
This document provides summaries of two presenters who will be speaking on business entity selection and its benefits and pitfalls. Kevin Learned is a founding partner at a law firm specializing in advising small and mid-sized federal services contractors on matters including company formation, mergers and acquisitions, private offerings, and certifications. Aman Badyal counsels clients on various transactions including choice of entity, formation, private placements, and mergers. The document then covers various topics related to different types of business entities including sole proprietorships, partnerships, corporations and LLCs and their characteristics regarding liability, taxes, ownership restrictions, and management.
The document provides information about electing S corporation status for Cane, Inc. It discusses:
- Cane, Inc. has been a C corporation with less than $100,000 annual income, but expects losses in the next few years due to imports
- Electing S corporation status could allow deducting anticipated losses and provide tax benefits
- Requirements for S corporation eligibility include being a domestic corporation with one class of stock and 100 or fewer shareholders
- Cane, Inc. could elect S status if it has identical voting and non-voting stock and shareholders consent before the deadline
This document summarizes a presentation on recent federal income tax incentives targeted at small businesses. It discusses policy considerations for supporting small businesses and reviews choices of business entities such as sole proprietorships, partnerships, S-corporations and C-corporations. It also summarizes tax incentives for small business investments including qualified small business stock gains exclusion and ordinary loss treatment for small business stock. The document concludes by reviewing employment related tax incentives such as the federal unemployment tax rate reduction and the deduction for health insurance costs for self-employed individuals.
Attorney Hans Kim of Wilson Sonsini Goodrich & Rosati will review recent trends in start-up financings, including SAFE instruments, convertible equity, series seed, crowdfunding etc. Hans will also review key terms of Series A financings and important steps that every start-up should take to avoid issues that can delay or derail early stage financings.
The document discusses XSLT (eXtensible Style Sheet Language Transforms) and how it is used extensively in SharePoint for customization. XSLT allows XML documents to be transformed into other formats like HTML. It describes how SharePoint uses XSLT transformations to generate dynamic content from lists, search results, and RSS feeds. The document also provides examples of pre-built XSL stylesheets used in SharePoint and different methods for customizing web parts with XSLT, including editing stylesheets, editing web part properties, and building custom XSL files.
Art of getting funded & business plan zafarNaeem Zafar
The document discusses the importance of writing a business plan for obtaining funding. It provides an overview of the speaker's background and experience advising startups. It then outlines the typical components of a business plan, including an executive summary, market analysis, competition, product/service description, marketing strategy, financial projections, and timeline. The speaker emphasizes validating the problem with potential customers before starting a company and segmenting the market to identify those with the greatest needs.
Startup compensation cap tables dilution warrantsNaeem Zafar
The document discusses compensation design for startups. It provides guidelines for determining compensation packages to attract talent like advisors, VPs, and co-founders. It also discusses common equity distribution models and how dilution works as a startup raises multiple rounds of funding. Key mistakes around equity distribution and compensation are also highlighted.
This document provides information on incorporating an offshore business entity and the benefits of doing so. It discusses the essential legal parts of a jurisdiction that governs an incorporated entity, such as registered offices, legal documents, and corporate roles. Reasons for forming a company include limited liability, asset protection, and tax benefits. Popular jurisdictions discussed include Wyoming and Delaware for LLCs and corporations respectively, as well as Belize, British Virgin Islands, Hong Kong, and Singapore for international business companies. Singapore is highlighted as having a business-friendly environment and potential for citizenship through an entrepreneur pass.
Top 10 Customer Complaints About Restaurants in 2012OwnerListens
The document discusses the benefits of exercise for mental health. Regular physical activity can help reduce anxiety and depression and improve mood and cognitive functioning. Exercise boosts blood flow and levels of neurotransmitters and endorphins which elevate and stabilize mood.
One of the challenges of agile development is coming to grips with the role of leaders and managers of self-organizing teams. Many would-be ScrumMasters and agile coaches go to the extreme of refusing to exert any influence on their teams at all. Others retain too much of their prior command-and-control management styles and fail to unleash the creativity and productivity of a self-organizing team.
Leading a self-organizing team can be a fine line. In this session you will learn the proper ways to influence the path taken by a team to solving the problems given to it. You will learn how to become comfortable in this role. You’ll understand why influencing a self-organizing team is neither sneaky nor inappropriate but is necessary.
Drawing on analogies from fields such as evolutionary biology and the study of complex adaptive systems, the instructor will describe three factors necessary for self-organization to occur and then provide seven tools for guiding the direction taken by the team as they self-organize.
The document discusses an agenda for agile planning and project management. It covers iterative and incremental development, user stories, estimating effort for stories, and planning iterations. The presentation introduces user stories and templates, discusses adding details as sub-stories or conditions of satisfaction. It also covers estimating story points using planning poker and velocity to calculate how many story points a team can deliver in future iterations.
Scaling Agile and Working with a Distributed TeamMike Cohn
The early agile literature was adamant about two things: stick with small teams and put everyone in one room. However, in the years since the Agile Manifesto, the increasing popularity of agile and the dramatic improvements it brings has pushed it onto larger and larger projects. Additionally, having an entire team--especially on a large project--in one room, or even one building is a luxury no longer enjoyed by many projects.
In this presentation, we will look at how agile can be scaled to work on any multi-team project. Even a project with two teams will benefit from learning how to proactively manage interteam dependencies, conduct iteration planning for multiple teams, cultivate communities of practice, and coordinating work. Because so many projects are spread across multiple sites we will also look at overcoming the unique challenges facing distributed teams. We will look at deciding how to distribute a team, how to create coherence among team members, the importance of getting together and when are the most important times to use the travel budget, changes to what the team documents, and how to handle meetings when spread across timezones. Whether your project is spread across two locations in the same city or spread around the globe, you will leave with practical advice to try tomorrow.
McDonald's faced challenges in the early 1990s as sales flattened domestically and competitors increased. To address criticism of its environmental impact, McDonald's partnered with the Environmental Defense Fund to explore more sustainable operations. Key to McDonald's future success will be maintaining quality and consistency while experimenting with new options to appeal to changing tastes, and potentially expanding internationally where growth opportunities are greater. The document discusses McDonald's history, operations, challenges, environmental initiatives, and strategies to sustain future prosperity.
This document provides a strategic management case study of McDonald's Corporation. It includes an overview of the company profile, franchise model, products, locations, history, mission, vision, values, and various analyses including Porter's 5 Forces, competitors, brand value, competitive advantages, strategies, services, promotions, global expansion, impact on performance, internal analyses, issues, and recommendations. The key information presented includes McDonald's revenues, profits, employees, competitors, emphasis on quality, service, cleanliness and value, and strategic focus on emerging markets, McCafe, international growth, and menu variety.
To be hired to assist the supervisor.
Chefs: 2 experienced chefs to be hired to develop menu items and
oversee food preparation.
Wait Staff: Initially plan to hire 6 wait staff to handle lunch and
dinner shifts.
Host/Cashier: 1 host/cashier to greet customers and handle
payments.
Janitorial: Contract cleaning services.
Accountant: Part-time accountant for bookkeeping and financial
reporting.
Marketing Plan
Website Development
Social Media Marketing
Print Advertising
This document provides a business plan for a Dosa restaurant. It outlines objectives to keep food costs below 35% of revenue and expand marketing. The plan details the restaurant's mission to provide excellent food and service. It will feature indoor and outdoor seating with a unique Indian design. The menu will focus on dosas and other South Indian cuisine. The plan analyzes the target market and identifies competitors. It proposes strategies for marketing, sales, management, hiring staff, and financial projections.
The Unify Company is a new centralized web development company in the Caraga Region of the Philippines. It is led by CEO Ferdinand Balbin and aims to create a website that promotes tourism and allows local businesses to advertise their products and services. This centralized portal will help overcome the challenges of individual business websites having low visibility. The company works with the Department of Tourism to distribute promotional materials and hopes to generate revenue through business subscriptions to the website.
2020-02-11 Tax Issues for Startups final.pptRoger Royse
Roger Royse presented on tax issues related to startups. He discussed 12 key tax issues including choice of entity, qualified small business stock, Section 305 issues related to disproportionate stock distributions, startup formation, and taking money off the table. He provided an overview of the relevant tax considerations and potential solutions for each issue.
Colorado Opportunity Zones - What are they, why are they important, where are they, and how you can potentially utilize them as a business owner and / or an investor.
The document discusses factors to consider when choosing an entity for a business, including tax treatment, liability issues, and regulatory requirements. It then provides details on forming limited liability companies (LLCs), C corporations, S corporations, and considerations for each such as management, taxation, capitalization, issuing stock, and IRS regulations. Key steps for formation like name availability checks, filing articles and applications are outlined for each entity type.
An ESOP is an employee benefit plan invested in employer stock that can be used by government contractors as a liquidity strategy. The Fiscal Cliff compromise made ESOPs more attractive by keeping lower capital gains rates and adding a new top ordinary income tax rate. A leveraged ESOP transaction allows shareholders to sell stock and defer capital gains taxes while providing employees a tax-deferred retirement benefit and reducing the company's taxes. Special considerations for government contractors include cost reimbursement rules and SBA size recertification.
Succession Planning using Equity Incentive Plan and ESOPswifilawgroup
The document discusses succession planning strategies for privately held companies using equity incentive plans and employee stock ownership plans (ESOPs). It outlines challenges in implementing equity plans, different types of equity awards such as phantom stock and stock appreciation rights, and tax issues related to profits interests in LLCs. Case studies examine using incentive shares or phantom stock appreciation rights to incentivize employees prior to an exit. A final case study looks at establishing an LLC and awarding profits interests to management. The document also reviews how ESOPs can facilitate transferring ownership while deferring capital gains tax.
There are many people creating new entities in order to protect their assets and liability. This small presentation of running an S-Corporation has been provided to offer some "Basic" understanding of certain requirements that are often overlooked when choosing the S-Corporation entity type.
Legal Issues Presentation at Aging2.0 San Francisco Chapter- September 19, 2018Brittany Weinberg
This document summarizes key legal issues for start-up entrepreneurs. It discusses entity choice, noting that C-corps are taxed twice but allow preferred stock, while S-corps and LLCs avoid double taxation but cannot issue preferred stock. It recommends forming as a Delaware C-corp for its established corporate law and streamlined process. The document also covers fundraising options like preferred stock, convertible debt, and convertible equity, noting potential pitfalls like differing valuation caps. Finally, it introduces B-corps and benefit corporations as options that allow consideration of social and environmental impacts.
Incorporation Stage Issues and Seed Financings Overview w/ Kristine Di BaccoStanford Venture Studio
Which legal entity is best for your startup company? How should you deal with founder stock and other incorporation issues? How should you structure a seed investment? Kristine Di Bacco, Partner at Fenwick & West, will help you answer these important questions, and others, as you think about the process of incorporating and raising seed financing.
Issuing Equity to Employees and Founders: Stock Options and Restricted StockDavid Ehrenberg
Before issuing equity to employees, you need to be aware of the potential consequences. Sure equity is a tool to hire top talent, but how much equity you give — and to whom — is not a decision to be entered into lightly.
For information about issuing equity — and help slicing up the equity pie — check out this deck from Annie Webber from Legal Hero (www.legalhero.com) and David Ehrenberg from Early Growth Financial Services (www.earlygrowthfinancialservices.com).
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CORPORATE GOVERNANCE
MEANING
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Top tax issues for startup companies (10 3-16 revision)
1. Tax Issues for
Startup Companies
Silicon Valley, San Francisco, Los Angeles
rroyse@rroyselaw.com
www.rroyselaw.com
2. Roger Royse is the founder of the Royse Law Firm. Based
in Silicon Valley, the Firm works with companies in a
variety of industries, including clean tech, internet, life
sciences, entertainment and new media, sports, real
estate, retail and mobile devices and applications.
Practicing business and tax law since 1984, Roger’s
background includes work with prominent San Francisco
Bay area law firms as well as Milbank, Tweed, Hadley
and McCloy in New York City.
Roger has also served as an adjunct professor at the
Gold Gate University Masters of Tax program. He is a
frequent speaker, writer and blogger for American bar
associations, CPA organizations, and business groups.
3. 1. Choice of Entity
2. § 305 Applied to Common Startup Scenarios
3. Starting Capital Issues (Including Dynamic Split Models)
4. Dynamic Split Models
5. Taxation of Stock Rights
6. Taxation for Compensatory Partnership Interests
7. Incorporation of an LLC
8. § 409A Deferred Compensation
9. Employee vs. Independent Contractor Issues
10. Debt-Equity Regulations and S corporation (§ 385 Proposed Regulation)
Top 10 Tax Issues for Startup Companies
3
4. LLC (not taxed as corp) S Corporation C Corporation
Entity Level Federal
Income Taxes
No federal tax at LLC level. Generally no tax at S
corporation level; some excise
taxes, and built in gains taxes
may apply.
Income tax on earnings at
corporate level.
Eligibility
Requirements of
Owners and Equity
No restrictions. US citizens or resident
individuals, certain trusts, and
certain tax exempt entities.
100 max (generally).
One class of stock limitation.
No restrictions.
Entity Level
California Taxes
Gross receipts fee, unlike state
law partnerships. $800 minimum.
Minimum franchise tax of $800
or 1.5% taxable income.
8.84% corporate rate
applies, or $800 minimum
franchise tax.
Option Plans, NSOs,
ISOs
Employees & consultants can be
given options to acquire LLC
interests, but such options are
generally more complex, and
cause §704(b) challenges. ISOs
not available, but profits interests
generally superior to ISO.
ISOs commonly granted to
employees. NSOs may be
granted to employees,
consultants, and advisors.
ISOs commonly granted to
employees. NSOs may be
granted to employees,
consultants, and advisors.
1. Choice of Entity (Assuming Domestic Entity)
4
5. LLC (not taxed as corp) S Corporation C Corporation
Status Change on
Transfer of Interests
If taxed as partnership, LLC terminates for
tax purposes on transfer of 50% or more
of capital and profits in 12 months.
Can convert between DRE and
partnership on transfer
No termination of entity on
transfer of interests, except for
election termination on transfer
to ineligible shareholder.
No termination of entity on
transfer of interests.
Treatment of Foreign
Owners
Foreign members subject to US tax on
their share of effectively connected
income of LLC; branch profits tax may
apply.
Foreigners cannot be
shareholders of S corporation.
Foreigners are subject to
withholding tax on dividends
from US corporation, subject to
treaty rate or exemption.
Foreign Individual
Owners – Federal
Transfer Taxes
Unclear. N/A. Foreigners cannot be
shareholders of S corporation.
Corporate stock may be gifted tax
free. U.S. corporate stock will be
part of taxable estate, however.
Conversion to Another
Entity
May generally be incorporated tax free,
but see discussion herein.
Conversion between partnership and DRE
can cause tax (e.g., investment company
rules).
Can convert tax-free to C
corporation by revoking election;
likely to be taxed on converting to
LLC.
Can convert to S corporation by
making election (built in gains tax
may apply to later dispositions of
appreciated property).
Conversion to LLC likely taxable.
Taxes on Sale or
Liquidation
One level of tax, generally capital gain
except for amount allocable to certain
assets.
“Flowthrough” of international tax
characteristics to foreign seller (including
ECI).
One level of tax on sale of stock
or assets, generally capital gain
on stock sale.
No 754 election, decreasing
desirability of stock sale to buyer.
Potential double tax. Corporate
tax on sale of assets. Shareholder
level tax on sale of stock or
liquidation.
Sales by foreign shareholder likely
not U.S. taxed.
1. Choice of Entity (Assuming Domestic Entity)
5
6. C Corporation
(If Qualifying for QSBS)
• 35% corporate income tax
• 0% on shareholders if qualifies
for QSBS
• Subject to limitations ($10
million or 10 times the taxpayer’s
adjusted basis)
• Exit: QSBS not available in asset
sale (nor, likely, deemed asset
sales)
S Corporation
• Not subject to corporate income
tax
• Up to 39.6% on shareholders
• Exit: can choose between stock v.
asset sale
1. Choice of Entity - Qualified Small Business Stock
GENERAL REQUIREMENTS
Original issue.
Five-year holding period.
100% post- Sept. 27, 2010.
$50 million Gross Assets Test.
Active Business Test.
No significant redemptions.
Note: California does not follow federal income tax treatment of QSBS under § 1202.
6
7. 1. Choice of Entity – C Corp QSBS Better than S Corp?
QSBS C-Corp S-Corp
Assets Assets
VS.
(From seller’s view)
Answer: Depends!
Compare QSBS tax savings to S
corp asset sale’s higher
pre-tax FMV
Tax Savings Favor QSBS Stock Sale
•0% rate for QSBS sold (unless gain exceeds
threshold)
•20% rate for capital assets from S corp
(likely no SECA, NIIT)
•39.6% rate on OI assets from S corp
•1.5% CA tax on net income
Pre-Tax FMV Favors S Corp Asset Sale
•Buyer should pay extra to buy S corp assets,
and thereby get value of cost recovery
•Value of cost recovery can be high, if fast
rate, low future value discount
•S corporations generally have only one layer
of tax in asset sale
Note: California does not follow federal income tax treatment of QSBS under § 1202.
7
8. 8
Meet Material Participation Test?
YES NO
SECA Tax
Applies?
NIIT
Applies?
SECA Tax
Applies?
NIIT
Applies?
Salary of shareholder of S
corporation
Yes No Yes No
Distributive income of
shareholder of
S corporation
No No No Yes
1. Choice of Entity – Self Employment Tax and NIIT
9. 9
S Corporation
Shareholder
/Employee
Wage – subject to
SECA tax
Distribution –
no SECA tax
• No NIIT because shareholder engaged in active trade or business
1. Choice of Entity – Self Employment Tax and NIIT
10. 2. § 305(c) Proposed Regulations
Change/ clarification Current rules Proposed rules
Amount of deemed
distribution
The value of the
additional shares to
which the
convertible
instrument holder
now entitled
The increased value of the conversion privilege
(compared to what instrument would have been
worth if no adjustment) without regards to potential
future adjustments.
Timing of deemed
distribution
Unclear Earlier of date of adjustment, or date of distribution
giving rise to deemed distribution.
Withholding rules Unclear Must withhold. New rules must be followed issuer
which, if followed, cause withholding agent to need to
withhold (with special timing rules for when
withholding is due by).
Cash to withhold comes from other distributions on
instrument; sale of instrument; use of assets/income
held for beneficial owner; direct from beneficial
owner.
10
11. PIK Dividends
Taxed to the extent of E&P:
‒ § 305 (b)(4): distributions ‘on’ preferred stock.
‒ § 305 (b)(5): distributions ‘of’ convertible preferred stock
‒ § 305 (b)(2): cash to some, increase in proportionate interest to others
Convertible Preferred Stock
Can be treated as deemed dividend under disproportionate distribution rule.
• If conversion ratio of class of stock changes over time, this can cause disproportionate distribution
because it can cause classes to disproportionately increase interests in assets or E&P of corp.
Treas. Reg. § 1.305-3(e), Ex. 6: Corp, Class A and B stock only
• Class A has yearly cash dividends
• Class B converts into Class A at different rates over
time (see table to right)
• Result: Class B gets .05 shares of Class A
deemed dividend per year
2. § 305 Applied to Common Startup Scenarios
Year Conversion Ratio
0 1 Class B : 1 Class A
1 1 Class B : 1.05 Class A
2 1 Class B : 1.10 Class A
N 1 Class B : (1 + .05*N) Class A
11
12. Unreasonable Redemption Premium
• “Mandatory Redemption” or Redemption more likely than not to occur*
• “Unreasonable “
Safe Harbor (before 1990, abolished)
- 10% of issue price
- Not redeemable for five years
OID De Minimis Rule (after 1990)
- 0.25% of the redemption price * complete YTM
• Amount
Difference between the redemption premium and a reasonable call premium (before 1990)
Entire Amount of the redemption premium (after 1990)
• Timing
Deemed to be constructively received on the last day of each taxable year during the period (before 1990)
“Economic Accrual Rule” (after 1990)
‒ Daily portions of the premium must be included in each accrual period under the OID rules
Accruing Dividends
• “Deemed distribution” because change in redemption price resulted in an increase in the
shareholder’s proportionate interest of the issuing corporation. Prop. Reg. §1.305-7(d)(1)(ii)
2. § 305 Applied to Common Startup Scenarios
12
* Except that Economic Accrual Rule does not apply if the premium is solely in the nature of a penalty for premature redemption.
Treas. Reg. § 1.305-5(b)(3)(i).
13. 2. § 305 Applied to Common Startup Scenarios
Pay to Play Provisions
• An investor must keep “paying” (participating pro rata in future financings) in order to
keep “playing”(not have his preferred stock converted to common stock) in the
company.
• Sample language of Pay-to-Play
‒ “In the event of a Qualified Financing . . . shares of Series A Preferred held by any Investor which is offered
the right to participate but does not participate fully in such financing by purchasing at least its pro rata
portion as calculated above . . . will be converted into Common Stock.”
Any §305 Issue with Pay-to-Play?
• Not an actual stock distribution, so §305(c) test must be satisfied.
• Perhaps could be characterized as a recapitalization following plan to periodically
increase paying shareholder’s proportionate interest in assets or E&P, triggering
§305(c). Reg. § 1.305-7(c)(1).
• But really this doesn’t seem to cause a CRA; it just forces a conversion the
shareholder might not want.
13
14. Issue 1: For §351 nonrecognition, stock must be for “property” not “services”
• Intangible property or services?
• Also, be careful of cross-border §351s
Issue 2: §351 plan of contribution, and late founders contributing property
• Issue: Cannot get 80% control group over OldCo
• Solution: Incorporate and merge
3. Starting Capital Issues
Corp.
Property (?)
SH
Stock
NewCo
Property
Late SH
Stock
TIME
NewCo
OldCo
14
15. Issue 3: Corporate capital shifting
• Taxation: Unlike partnerships, not taxable unless §305 triggered (or recharacterized in
accord with substance)
• Actually Quite Common: Frequently occurs; e.g., preferred stock with liquidation
preference higher than contribution
• Valuation: When preferred stock issued, people often value common stock by value of
what it would receive in liquidation; this often drives common stock value to $0. But:
liquidation value =/= fair market value!
Issue 4: Note-alternative and alternative convertible note securities
• Note alternatives: Agreements that convert (perhaps for additional compensation) into
equity of company on close of financing transaction. No interest or maturity date.
• SAFE (Simple Agreement for Future Equity)
• KISS (Keep It Simple Security):
• Alternative convertible note: Mandatory convertible debt: Debt with a mandatory
conversion into stock at a point in time in the future
• Don’t directly value company; may provide cleaner cap table
• Tax treatment – see §305(c) and section on stock rights for more
3. Starting Capital Issues
15
16. Issue 5: Vesting vs. stock grant for founders
• Fixed split versus dynamic split (discussed in following slides)
Issue 6: Series FF stock to get founders liquidity without compensation
• Basics: We want founders have rights to sell their shares in financing rounds
• Business challenge: Investors want preferred stock, not founders’ common; required
redemptions and structuring to get around
• Tax challenge: Risk of disguised compensation if structuring implied an overly high
value to Founders’ common stock
• Solution: Founder’s stock is essentially common convertible to preferred
Issue 7: Convertible debt for S corporations
• Be careful not to trigger second class of stock rule!
• Cannot be equity under general rules, and cannot be call option treated as second
class of debt
3. Starting Capital Issues (Including Dynamic Split)
16
17. 4. Dynamic Split Models – General Concept
• Traditional fixed-split model: Equity given based on anticipated contributions.
• Dynamic-split model: Equity given based on actual contributions.
• Inputs to dynamic-split model: The dynamic model assigns a relative FMV weight
to various contributions from each participant, and contributions put into model:
Time spent working
Intellectual property
Commissions
Cash
Facilities
Equipment and Supplies
• Outputs: Depending on the relative weighted contributions of each team member,
that member is allocated a corresponding percentage of outstanding equity.
– On “split,” members could return old equity, or be given new equity, to ensure each member gets
appropriate percentage of company.
17
20. 4. Dynamic Split Models – Tax Issues and Planning
Potential taxation: Stock for services (§83), repeated contributions of property (arguably not
under §351)
• Even worse, equity split is on some future date (when the business could have some real value).
C-Corporation Solution:
• At start of company, all participants are granted a certain number of shares of Restricted Stock.
• Participants make 83(b) election immediately to recognize ~$0 taxable income, when company worthless.
• Vesting conditions: You only keep those shares such that you get your appropriate percentage under model.
• Thanks to §83(b), participants will not need to pay taxes when Grunt Fund “split” occurs at some future date.
• 305(c) CRA-type issues appear unlikely to trigger.
20
21. 5. Stock Rights – Classic Investment Types
Tax
Consequences Convertible Debt Warrant
Timing
No tax upon conversion. No tax upon exercise;
Holder may recognize loss if the warrant lapsed without
exercise.
Basis (assuming no
exercise price)
Holder has the same basis in the stock as
he had in the convertible debt.
The purchase price of the warrant is included in the
adjusted tax basis of the stock purchased by exercising
the warrant.
Holding Period of
Stock
Depends on manner of
“exercise”
The holding period of the stock will
include the holding period of the debt
instrument exchange. §1223 (1); Rev. Rul.
72-265
Holding period of the stock begins on the day that the
warrant is exercised. §1223(5). (Secondary sources
agree §1223(5) is not applicable to convertible debt).
If the convertible by its terms requires a
additional cash payment on exercise, the
investor takes a split holding period. Rev.
Rul. 62-140
If the warrants are exchanged for stock (other than
NQPS) in a recapitalization or other reorganization
under § 368, the holding periods of the warrants tacks
on to the holding period of the stock acquired (because
warrants are treated as “securities” under § 354).
OID Issue
No OID on the issue of convertible debt,
assuming proper structuring of note’s
interest payments.
An investment unit (a note issued with a warrant) likely
to have OID because part of the purchase price will be
allocated to the warrant, creating a disparity between
payment on maturity and issue price.
21
22. 5. Stock Rights – Classic Investment Types
22
• Conversion Discount v. Warrant in Convertible Note Financings
20%
Warrant Coverage
20%
Conversion Discount
Amount of Convertible Note $100,000 $100,000
Qualified Financing Price Per Share $1.00 $0.80
Number of Shares on Conversion 100,000 125,000
Number of Warrant Shares 20,000 N/A
Total Shares 120,000 125,000
LTCG on the Extra Shares? No Yes
23. 5. Stock Rights – Newer Investment Types
Tax Treatment Note Alternatives (SAFEs, KISSes) Mandatorily Convertible Debt
Potential Tax
Treatment as
Equity?
Like penny warrant, could be deemed
exercised from day one depending on
certainty of exercise.
If the conversion occurs fairly soon and is certain,
and its performance in the debt/equity factors, there
is a chance it could be classified as preferred equity.
Potential Tax
Treatment as
Warrant?
Probably the best analogy; SAFEs and
KISSes are essentially investment stock
options exercisable on certain events,
rather than at certain times.
Low; the distinction between convertible debt and
regular stock rights under §1223(5) is generally
respected. Would be hard to maintain this distinction
if convertible debt becomes treated as warrants.
Potential Tax
Treatment as
Convertible Debt?
Low; the distinction between
convertible debt and regular stock
rights generally respected. See
§1223(5), discussion to right.
If conversion reasonably far into future and federal
tax indicia of debt are generally positive, a likely
outcome. But see risks below.
Other Risks? Relatively untested tax treatment. Subject to §163(l), denying deductions if substantial
amount of principal/interest is either (1) to be paid
or converted to equity, or (2) valued by reference to
equity.
23
Increasingly, alternative equity derivatives are being used to invest, but their
tax status is often uncertain
This table discusses likely tax treatments
24. 5. Stock Rights – Incentive Stock Options (ISOs)
Event Employee Tax Employer Tax
Grant None None
Transfer of ISO Not allowed except on death n/a
Cancellation of ISO Consideration for cancellation is OI Withhold on OI amount;
take deduction for
compensation
Lapse of ISO No loss None
Exercise
Note: No §83(b) allowed except for
AMT purposes
None; basis will equal exercise price
EXCEPTION: AMT inclusion on the amount that would
create OI on a disqualifying disposition
None
Disqualifying disposition of stock
Note: If this is likely, use an NSO instead
to get §83(b) treatment, avoid AMT
hassles
OI = ISO FMV at time of exercise minus exercise price;
get basis credit for OI for computing LTCG
LTCG on remaining gain
Withhold on OI amount;
take deduction for
compensation
Qualifying disposition of stock LTCG n/a
Modification, extension, renewal Treated as new grant of stock option; re-test FMV, etc.
at time of modification to option is not NSO
See “Grant” above
280G Payment in nature of compensation, even though no
income from it
See 280G
24
25. 5. Stock Rights – Simulated Options Using Notes
Idea: Instead of option on stock, employee buys stock now using a note payable
over time.
Taxation: Depends on note
If nonrecourse, may be treated as an option depending on three factors: § 1.83-3(a)(2)
(1) the type of property involved (here, stock);
(2) the extent to which the risk of loss on transferred property was transferred to buyer; and
(3) the likelihood that the purchase price will be paid
The degree to which note is recourse enhances the likelihood of transfer being respected as an
actual sale
Still do §83(b), as §83 may apply even to sales at FMV to an employee
Forgiveness on notes will generate income to buyer
§409A should be avoided if note amount reflects FMV
Theory and stakes:
In a nonrecourse note, can just walk away and not pay. Economically, much like not exercising
If treated like option, not a “transfer” of property at time of sale. No §83 tax until exercise; no
§83(b) on date of sale
25
26. 5. Stock Rights – Other Compensatory Types
Other Compensatory Types
Employee Stock Purchase Plans (ESPPs) – Uncommon in startups
Restricted stock
Restricted stock units (RSUs)
Stock appreciation rights (SARs)
Phantom stock
26
27. 5. Stock Rights – California Residency of ISO
• Do you have taxable income in CA if you exercise an ISO while a CA resident and
later sell the stock while a nonresident?
27
Character of income CA taxable? AMT
adjustment?
Qualifying
Disposition
Sale of Intangible
Property
No Yes
Disqualifying
Disposition
Compensation for
Service
(treated like NQSO)
Yes
Yes, if dispose
and exercise in
different years
28. Contingent allocation issues
• No clear guidance; these likely fail §704(b) economic effect, and it isn’t even clear
how to reallocate in accord with PIP.
• What is the issue? If allocations are given before full vesting and exercise, there’s a
chance the capital account could be forfeit. Until no chance of forfeiture, no
guarantee of liquidation in accord with capital accounts, and partner’s interests
unclear.
Capital shift
• Capital shift generally occurs when a member with a capital interest agrees to forgo
part or all of its right to proceeds on liquidation of the partnership. A capital shift
could also occur when a restricted interest vests, or when a preferred interest is
converted into a common interest.
• Taxable for the member receiving capital; uncertain taxation for the transferring
members when an appreciated capital interest is transferred.
Profits interests
• Rev. Procs. still valid; will be amended to no longer cover profits interests issued in
conjunction with a partner foregoing “substantially fixed” compensation amounts.
6. Taxation for Compensatory Partnership Interests
28
29. • Start-ups started as LLCs may want to or need to convert into a corporate form at
a later point because:
Venture capital investors more comfortable with corporate form
Potential IPO (but UP-C increasingly popular alternative)
Availability of Section 368 reorganization on exit
ISOs
General increased liquidity
Qualified Small Business Stock exemption
‒ Issuance of stock in a C corporation on incorporation of an LLC may qualify as QSBS stock
‒ Stock held in C Corp following termination of S Corp election does not qualify because stock was not issued in a qualifying
corporation
• Methods of incorporation: The IRS has approved three methods of incorporation
Rev. Rul. 84-111
1. Assets Over
2. Assets Up
3. Interests Over
Can combine assets over and assets up. See Regs. §1.708-1(d)(5) Ex. 7.
7. Incorporation of an LLC
29
30. • Method 1: Assets Over. Old LLC transfers all its assets and liabilities to the
newly formed Newco in exchange for the stock in the Newco first, and then
distributes Newco stock to LLC Members in liquidation.
Assume transfer satisfies Section 351.
Old LLC defers tax by taking a carryover basis and holding period in the stock (adjusted for liabilities
assumed by Newco).
Newco takes a carryover basis, holding period, and cost recovery in the assets (adjusted for gain
recognized by Old LLC).
LLC Members take a substituted basis in the stock equal to their basis in the membership interests
(adjusted for liabilities assumed by Newco and any gain or loss recognized in the transaction) but will
take a carryover holding period in the stock.
7. Incorporation of an LLC
30
31. • Method 2: Assets up. Old LLC transfers all its assets and liabilities to LLC
Members in liquidation first, and then LLC Members contribute assets and
liabilities of Old LLC to Newco in exchange for Newco Stock.
Assume transfer satisfies Section 351.
LLC Members take a substituted basis in the assets equal to their basis in the membership interests
(adjusted for any gain or loss recognized in the transaction) but will take carryover cost recovery and
holding periods in the assets.
LLC Members take a carryover basis and holding period in the stock (adjusted for liabilities assumed by
Newco and any gain or loss recognized in the transaction).
Newco takes substituted basis in the assets equal to the LLC Members’ bases in their membership
interests (adjusted for any gain or loss recognized in the transaction) but will take a carryover holding
period and cost recovery in the assets.
7. Incorporation of an LLC
32. • Method 3: Interests over. LLC Members transfer their Old LLC interests to
Newco in exchange for Newco Stock first, and then Old LLC liquidates, but
treated as asset transfer to Newco.
Assume transfer satisfies Section 351.
LLC Members take a substituted basis in the Newco Stock equal to their basis in the membership
interests (adjusted for any gain or loss recognized in the transaction and liabilities assumed by Newco)
and will tack the holding periods of their membership interests to the holding period in Newco Stock.
Newco takes a carryover basis, holding period, and cost recovery in the assets (adjusted for gain
recognized by LLC Members).
7. Incorporation of an LLC
32
33. • Debt Issues
Negative capital accounts:
‒ Debt in excess of basis.
‒ There may be a taxable gain where liabilities assumed exceed basis. Rev. Rul. 68-55.
‒ Partners could consider assuming some of the debt or contributing additional capital.
Debt Shifting:
‒ Applicable to “Asset Over” Incorporations
‒ Transfer of labilities from the LLC to the corporation is a deemed distribution by the LLC to its members,
reducing the members’ basis in their LLC interests.
‒ May result in taxable gain if there is boot i.e., total labilities exceed total basis. §752(b); Treas. Reg. §1.752-
1(e).
“No Net Value” rules:
‒ Transferor must surrender net value and receive net value for a contribution to qualify for nonrecognition
under §351. Prop. Reg. 1.351-1
‒ FMV of the assets transferred must exceed the amount of any liabilities of the transferor assumed/satisfied
by the transferee.
‒ If the LLC is insolvent, then no net value is transferred in the deemed exchange and the requirements of
section 351 are not met.
7. Incorporation of an LLC
33
34. • As a general rule, non-discretionary compensation plans which will be
paid in subsequent tax years are subject to §409A.
• Many exceptions apply, which take payments out of §409A:
– Short term deferral (certain to be paid within certain time window following final
vesting condition)
– Most compensatory equity rights, provided certain requirements met
– Qualified plans
• If subject to §409A, compensation plans must have the following
features, or will be subject to acceleration and penalty tax rates:
– Payments must be scheduled and generally paid on or within a set time or time
window anchored on a “permissible payment event”, e.g., change-in-control,
specified date, death . . .
– Form of payment (lump sum or installments) and time of payment must be specified
– Election to defer compensation must be done by employer or (occasionally)
employee timely every year
8. §409A: Basic Analysis
34
35. • Deferral of founder salary until financing round occurs
– Can always avoid issue by requiring worker be employed at time of financing round
to get payment
• Issuance of stock rights to employee prior to beginning services
– Current final regulations: Service provider must provide services to issuer or related
entity on date of grant to be eligible for stock right exceptions
– Proposed regulations: Also OK if service provider reasonably expected to, and does,
provide services to issuer/related entities within 12 months of grant
• “Company is too new to need a §409A valuation for issuing options.”
– No, it probably isn’t; safe harbor is very helpful
8. §409A: Common Tax Issues
Different views on transaction Tax effect
Vesting occurs at time of financing Short-term deferral, or objective
installments under 1.409A-3(i)(1)
Already vested due to high likelihood
of event
Violation of 409A (financing round not
permissible event)
35
36. 36
• The Differences in Tax Treatment
Employee
Business Owner
Independent Contractor
9. Employee vs. Independent Contractor Issues
37. 37
Employee Business Owner
Independent
Contractor
Tax
Income tax Yes Yes Yes
Self-employment
tax
No
(withholding
instead)
Yes (generally) Yes (generally)
Filing
How income is
reported Form W-2 Schedule K-1
1099-MISC or
receipts
How taxes are paid
Employer
withholding
Quarterly
Estimated Taxes
Quarterly
Estimated Taxes
Form included in
tax return
Form 1040
Form 1040
Schedule C or
Schedule C-EZ
Schedule SE
Form 1040
Schedule C or
Schedule C-EZ
Schedule SE
9. Employee vs. Independent Contractor Issues
38. 38
Employment
Type
Employment Factors
Employee:
Behavioral Control: The company or business controls the work you do and how the
work is performed (i.e. what tools to use, what assistants to hire, when to purchase supplies
or services). You also receive training and extensive supervision.
Financial Control: The company has the right to direct and control all business and
financial aspects of the job.
Type of Relationship: It's expected to be permanent (or at least relatively long-term).
You are also given employee benefits (insurance, pension, paid vacation, and sick pay). The
services you provide are a key aspect of the regular business of the company.
Self Employed:
• Business
Owner
• Independent
Contractor
Behavioral Control: You direct and control your own work.
Financial Control: You have the right to direct and control the business and financial
aspects of your job. You may also have unreimbursed business expenses, invest in the
facilities, equipment, or tools used in performing your job, make your services available to
the open market, set your own rate and prices for services, taxes are not withheld from your
pay, or have the possibility of incurring a loss.
Type of Relationship: The services you provide are not a key aspect of the regular
business of the company. The relationship may not be permanent and the company does not
give you employee benefits.
9. Employee vs. Self-Employed: Factors
39. What if I’m Still Not
Sure?
File Form SS-8 with IRS:
Determination of Worker Statutes for
Purpose of Federal Employment Taxes and
Income Tax Withholding
40. 10. Debt-Equity Regulations and S Corporations
Proposed Debt-Equity Regulations
The Proposed Regulations would:
‒ Treat as stock certain related-party interests that otherwise would be treated as indebtedness
for federal tax purposes
‒ Authorize the Commissioner of the IRS (the Commissioner) to treat certain related-party
interests in a corporation as indebtedness in part and stock in part for federal tax purposes
‒ Establish extensive documentation requirements in order for certain related party interests in a
corporation to be respected as indebtedness for federal tax purposes
If finalized, shareholders may find their company’s S corporation status has terminated due to debt
to an ineligible shareholder being recharacterized into equity
Arguments exist that such debt should not be election-terminating second class of stock:
May be eligible for straight debt safe harbor in certain situations, which applies even to debt
recharacterized as equity
Debt generally does not create a second class of stock if no intent to avoid tax; arguably, this
should still apply even after recharacterization
Senate Finance Committee Chairman Orrin Hatch, along with other Senators from the Senate
Finance Committee, has issued two letters to the Department of Treasury, requesting regulations to
clarify how the proposed regulations would apply to small business owners.
40
41. The Innovation Network supports companies focused on
creating new technologies for the ag and food industries
Royse University: Providing business, tax, technology and
personal finance ideas to founders and executives.
Royse Law Presents: Supporting the Tech and legal
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Royse Law Incorporator: Incorporate your company the
Silicon Valley way.
RoyseLawIncorporator.com
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RoyseLawPresents.com
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