I advise founders, startup employees, investors, and emerging companies on tax-sensitive startup matters, with particular emphasis on QSBS, equity compensation, and Washington tax issues.
QSBS Issue Spotting & Section 1202 Planning
Who it's for: Founders, early employees, and investors who hold or are about to acquire startup stock and want to understand whether it qualifies for the Section 1202 federal tax exclusion.
Typical issues: Active business test, C-corp requirements, original issuance requirements, aggregate gross asset thresholds, five-year holding period, state conformity, and exclusion stacking across multiple rounds.
When to contact Joe: Before closing a financing, before a merger or acquisition, or after receiving stock as part of a compensation arrangement—whenever Section 1202 eligibility is in question.
Startup Formation & Governance
Who it's for: Founders starting a new company or cleaning up an existing entity structure.
Typical issues: Entity selection (C-corp vs. LLC), Delaware vs. Washington incorporation, founder equity splits, vesting schedules, 83(b) elections, IP assignments, and initial governance documents.
When to contact Joe: At or before the moment of formation, or before bringing on co-founders, employees, or investors.
Equity Compensation Planning
Who it's for: Startups designing equity plans; employees and executives evaluating or negotiating equity grants; founders issuing restricted stock or options.
Typical issues: Stock option plan design, ISOs vs. NSOs, RSUs, restricted stock, 83(b) elections, exercise price and 409A valuations, equity grant documentation, and tax consequences at exercise and sale.
When to contact Joe: Before adopting an equity plan, before a significant equity grant, or when an employee wants to understand the tax implications of their existing equity.
Angel & Venture Financings
Who it's for: Early-stage companies raising angel or venture rounds; angel investors and seed funds making investments.
Typical issues: SAFE notes, convertible notes, priced rounds, term sheet negotiation, investor rights agreements, QSBS eligibility of the round, and due diligence.
When to contact Joe: Before launching a fundraising process or before signing any term sheet or investment document.
Founder & Investor Tax Planning
Who it's for: Founders and investors approaching a liquidity event; high-income individuals with significant startup equity or capital gains exposure.
Typical issues: QSBS exclusion planning, Section 1045 rollover strategies, timing of sales, Washington state tax exposure, and coordinating with CPAs on exit planning.
When to contact Joe: At least six to twelve months before an expected liquidity event, or when Washington tax legislation may affect your exit.
Mergers, Acquisitions & Exit Planning
Who it's for: Companies being acquired; founders evaluating term sheets from acquirers; investors with positions in companies approaching exit.
Typical issues: Deal structure (asset vs. stock sale), QSBS preservation, representations and warranties, escrow, earnouts, and post-closing obligations.
When to contact Joe: As soon as a letter of intent or term sheet is on the table, or when acquisition conversations become serious.
When Clients Typically Reach Out
- Founder preparing for an acquisition who needs to confirm QSBS qualification before closing
- Startup employee evaluating stock option exercise timing and tax exposure
- Company cleaning up its cap table or legal structure before a financing round
- Investor reviewing a startup’s tax structure and assessing QSBS implications
- Founder navigating Washington State tax issues after an exit or relocation
QSBS Issue-Spotting Review
If your primary concern is QSBS qualification, the QSBS Issue-Spotting Review is a fixed-fee engagement designed to identify Section 1202 issues before a sale, financing, restructuring, or major planning decision.
Get the QSBS Issue-Spotting Review →
Ready to talk?
The best way to get started is a short call. I offer 20-minute introductory calls to understand your situation and determine whether I can help.