If you’re building a startup in Seattle, you need legal advice that’s practical, founder-friendly, and grounded in how companies actually raise money, issue equity, and exit. I’m Joe Wallin, a Seattle-based corporate and tax attorney at Carney Badley Spellman, P.S. I help founders and investors navigate formation, financing, equity compensation, QSBS planning, and M&A—from day one through liquidity. Based in downtown Seattle, I focus on Washington-specific issues like the state capital gains tax and securities exemptions to make sure your local considerations are covered.
What I help Seattle startups with
Company formation and founder setup
- Entity choice and formation (Delaware vs. Washington, etc.)
- Founder equity, vesting, and restricted stock
- 83(b) elections and early-stage tax planning
- Governance basics (board/consents, founder breakups, clean cap tables)
Startup financings
- SAFEs and convertible notes
- Preferred stock rounds
- Investor rights, protective provisions, and governance terms
- Securities law compliance (federal + Washington)
Equity compensation
- Stock option plans and equity incentive design
- ISO/NSO mechanics and tax issues
- Option grants, exercises, and 409A valuations
- Executive offers, equity terms, and change-of-control considerations
QSBS (Section 1202) planning
QSBS is one of the most valuable tax tools available to founders and investors—but only if you qualify and document it correctly. I routinely advise clients on:
- Eligibility and structuring for Section 1202
- Holding period and “gotchas”
- Documentation and process improvements (so you’re not scrambling at exit)
M&A and exits
- Buyer-side and seller-side deal process support
- Due diligence readiness
- Purchase agreements and tax structuring
Why work with me
I’ve advised startups and growth companies for over two decades on formation, financing, equity, tax, and exits. I write The Startup Law Blog to translate complex issues—especially QSBS/Section 1202 and founder tax planning—into clear, actionable guidance.
Credentials
- LL.M. (Taxation), NYU
- 25+ years advising startups
- Chair, Angel Capital Association Legal Advisory Council
- Author, Angel Investing: Start to Finish
If you’re looking for a Seattle startup lawyer who understands both startup corporate and tax, you’re in the right place.
Start here (most useful resources)
If you want a sense of how I think and what I focus on, start with these:
- QSBS state-by-state guide
- 83(b) elections explainer
- WA capital gains tax pieces
- The QSBS infographi“
Frequently asked questions
Do you only work with Seattle startups?
No. I’m based in Seattle, but I work with founders and investors nationally. Many matters are handled efficiently by phone/video.
What’s the best time to talk to a startup lawyer?
Earlier than you think—especially before issuing equity, raising money, or making a QSBS-related assumption you’ll rely on at exit.
Can you help with just QSBS planning?
Yes. QSBS planning and issue-spotting is a common engagement—often tied to formation, financing, or pre-exit diligence.
Contact
If you want to discuss your situation, schedule a quick call: