I'm Joe Wallin — a corporate and tax attorney at Carney Badley Spellman in Seattle. I've spent 25+ years helping founders, investors, and startup teams get the legal and tax fundamentals right: entity structure, equity, fundraising, and exit planning.
Most of my clients find me because of QSBS. The Section 1202 exclusion is one of the most valuable tax breaks in the code — potentially millions of dollars in tax-free gain at exit — and most founders and their advisors don't fully understand it until it's too late to fix the mistakes. I've built my practice around getting this right from day one.
Credentials
- LL.M. in Taxation, New York University (1996)
- J.D., Seattle University School of Law (1994)
- B.A., University of Washington (1990)
- Chair, Angel Capital Association Legal Advisory Committee
- Co-drafter, Washington State equity crowdfunding law
- Author, Angel Investing: Start to Finish (Holloway, 2020)
The Book
I co-authored Angel Investing: Start to Finish with Holloway — a practical guide for angel investors covering deal structure, due diligence, SAFE and convertible note mechanics, portfolio construction, and the tax implications of angel investing, including QSBS. It's used by angel groups and investors across the country.
Public Policy
I chair the Angel Capital Association's Legal Advisory Committee and am a founding member of its legislative affairs committee. I helped draft Washington's equity crowdfunding law and work with policymakers in other states on similar legislation. I testify on behalf of small businesses and entrepreneurs and use this blog to advocate for startup-friendly tax and securities policy — including QSBS conformity and Washington State's capital gains and income tax proposals.
Washington State Tax
In 2026, Washington passed ESSB 6346 — a 9.9% tax on household income above $1 million, effective January 1, 2028. I spent months opposing the bill and testified during the legislative session. I now write extensively about its implications for founders, investors, athletes, and high earners, and advise clients on planning strategies including QSBS positioning, domicile analysis, PTE elections, and exit timing.
Start with the Washington State Taxes guide for the full picture, or read Washington's New Income Tax: What Founders, Investors, Athletes, and High Earners Need to Know for a detailed breakdown of the new law.
About This Blog
The Startup Law Blog exists because startup law is genuinely complicated and most of the available information is either too shallow or written for lawyers. I write here to give founders, investors, and employees the same level of analysis I'd give a client — on QSBS, equity compensation, fundraising mechanics, and Washington State tax. I also publish guest pieces from practitioners I trust.
If you want to stay current, subscribe below.
QSBS Issue-Spotting Review
For founders, investors, and startup employees who need more than a checklist — the QSBS Issue-Spotting Review is a structured, fixed-fee engagement where I review your specific situation, identify Section 1202 qualification issues, and provide concrete recommendations. It's designed for anyone approaching a sale, financing, restructuring, or major planning decision where QSBS eligibility matters.
Learn more about the QSBS Issue-Spotting Review →
Free QSBS Issue-Spotting Checklist
If you're a founder or investor trying to determine whether your stock qualifies — or has already disqualified — for the Section 1202 exclusion, this checklist walks through the most common eligibility issues and planning mistakes. It's free.
Press & Media
Published in and quoted by leading national media
Need help with QSBS, equity compensation, startup formation, venture financing, or Washington tax issues?
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