I’m Joe Wallin, a corporate and tax attorney at Carney Badley Spellman in downtown Seattle, where I co-chair the firm’s startups practice. For more than 30 years I’ve advised founders, startups, and investors on formation and founder stock, 83(b) elections, SAFEs, notes and priced rounds, securities compliance, stock option plans, QSBS, and exits. I also have an LL.M. in Taxation from NYU, so the tax questions in a deal get answered alongside the corporate ones.
When you book, share only the parties’ names and a short, non-confidential description. Confidential details wait until we’ve cleared conflicts and signed an engagement letter.
Use the intro call to describe your company’s stage, the decision you face, and any deadline. We will discuss whether the matter fits my practice and the likely scope of work. The call does not create an attorney–client relationship. If we proceed, substantive advice follows a conflicts check and a signed written engagement agreement defining the work and fees.
Why work with me
I’m a corporate and tax attorney at Carney Badley Spellman, P.S., based downtown at 701 Fifth Avenue, Suite 3600, Seattle. I write The Startup Law Blog to translate complex issues—especially QSBS/Section 1202 and founder tax planning—into clear, actionable guidance.
Credentials
- Co-Chair, Startups practice, Carney Badley Spellman
- LL.M. in Taxation, NYU
- Washington lawyer since 1994
- Former partner at Davis Wright Tremaine
- Co-author, Angel Investing: Start to Finish
If you need counsel who handles both startup corporate work and the tax overlay, you’re in the right place.
What I help with
I represent startups, founders, and investors on the matters below—locally and nationally.
Company formation and founder setup
- Entity choice and formation (Delaware vs. Washington, etc.)
- Founder equity, vesting, and restricted stock
- 83(b) elections and filing deadlines
- Governance basics (board/consents, founder breakups, clean cap tables)
Startup financings
- SAFEs and convertible notes
- Preferred stock / venture rounds
- Investor rights, protective provisions, and governance terms
- Reg D offerings and federal and Washington securities filings
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
I help founders, investors, and companies assess Section 1202 eligibility and preserve the records supporting their position:
- Eligibility and structuring for Section 1202
- Holding period and common “gotchas”
- Documentation and process improvements (so you’re not scrambling at exit)
Washington State tax planning
Washington has a capital gains excise tax, and a 9.9% tax on income above the $1 million standard deduction takes effect January 1, 2028 unless voters or the courts intervene — plan as though it arrives on schedule. Typical work includes:
- Pre-sale planning for the capital gains tax, including how it interacts with QSBS
- Planning ahead of the 2028 income tax — the 2026–2027 window is the planning point
- Domicile changes for clients with large near-term stock sales
- Entity structure and pass-through entity election planning
M&A and exits
- Buyer-side and seller-side deal process support
- Due diligence readiness
- Purchase agreements and tax structuring
Where to start with startup counsel
The right engagement depends on the decision in front of you and the company's stage.
- Starting a company? Founder Formation covers incorporation, founder stock, vesting, IP assignments, and the related tax analysis.
- Already formed, but preparing for diligence? Formation Cleanup reviews existing formation records, equity issuances, and approvals, and identifies corrections and unresolved issues.
- Raising capital? I help with SAFEs, convertible notes, and preferred stock rounds, including investment terms, capitalization, governance, and securities compliance. An intro call can establish the proposed financing and scope of counsel's work.
- Hiring or issuing equity? I advise on equity plans, founder and employee grants, vesting, exercises, and the associated tax questions. Start before making an equity commitment or signing the grant documents.
- Need to assess QSBS eligibility? Start with the QSBS Issue-Spotting Review. For a substantiation file and signed analysis, see QSBS Attestation Letters. For ongoing work, see Annual QSBS Review & Attestation (QSBS Sentinel).
- Planning a sale or facing a Washington tax question? Use the intro call to outline the transaction, timing, and issue. Corporate documents, stock history, and tax planning often need to be considered together.
Fixed-fee services
Several common engagements are available at a flat fee:
- QSBS Issue-Spotting Review — initial review of qualification issues, missing records, and next steps
- QSBS Attestation Letters — one-time substantiation and signed analysis for specified shares and periods
- Annual QSBS Review & Attestation (QSBS Sentinel) — scheduled annual review, attestation, and a planning call
- QSBS Trust Stacking Planning — QSBS gifting and trust-planning issues
- Founder Formation — $3,500 fixed fee; incorporation structured with QSBS eligibility in mind from day one
- Formation Cleanup — diagnostic from $2,500; diagnosing and fixing issues in existing formations before a financing or diligence
Fixed-fee work is useful when the scope is clear; for open-ended financing, equity, or exit questions, start with the intro call.
Start here (most useful resources)
If you want a sense of how I think and what I focus on:
- Startup formation guide (LLC vs. C-Corp)
- SAFE agreements for founders
- Convertible notes complete guide
- Equity compensation for startups · Rule 701
- 83(b) elections explainer
- The Complete Guide to QSBS (Section 1202)
- Washington State taxes: the complete guide
Quick answers
Do you represent startups?
Yes—startups, founders, and investors, from formation through financing and exit.
Are you actually based in Seattle?
Yes. I practice at Carney Badley Spellman downtown (701 Fifth Avenue, Suite 3600). I also work with clients nationally by phone and video.
Do you handle venture financings and founder equity?
Yes. SAFEs, convertible notes, preferred stock rounds, option plans, ISO/NSO issues, and related securities compliance.
Can you help with tax and QSBS?
Yes. Section 1202 planning and issue-spotting is a core part of the practice, along with Washington capital gains and income-tax planning for founders and investors.
What’s the best time to talk?
Earlier than you think—especially before issuing equity, raising money, or making a QSBS-related assumption you’ll rely on at exit.
How do I get started?
Book the 20-minute intro call. Share only party names and a brief, non-confidential description until conflicts are cleared and an engagement letter is signed.
Contact
If you want to discuss your situation:
Or call (206) 607-4157 or email wallin@carneylaw.com.