In July 2026, we hosted Legal Office Hours on “Tax Issues: Entity and Deal Structuring”, where we discussed the tax and legal implications of various acquisition structures, covering asset vs. stock sales, F-reorgs, QSBS, and what each means for buyers, sellers, and investors.
Question Timestamps
- 0:48:41: A lot of questions we’re coming in as you talk so let’s dive right into those. Mike asks on the forgivable note, two things.
- 0:48:50: One, does 0% get imputed? Is it a gain and two? Is it a gain to the seller if forgiven? So the, where is the system slide?
- 0:50:26: Right, right. Yeah. I’m currently dealing with an asset heavy sea corp as a stock sale, is QSBS still available to use?
- 0:52:14: So wait, so another question here, thoughts on forming an LLC S Corp to acquire target C Corp stock, then making a Q S Q S Q S election for the target?
- 0:53:32: Chuck asks a good to the heart of the matter issue on QSPS. Yes, do you see a lot of QS BS deals happening? And when you do is the savings generally a wash because of the added risk a buyer is taking that it might lead to a lower purchase price or other risk mitigation reductions.
- 0:53:52: How often do you see it being worth it and other, how often do you see it and then see it being worth it?
- 0:57:01: I have a situation where a long time owner taxed as a partnership is considering retiring. Can the LLC be converted to a standard C-Corp and held for five years and get the QSBS treatment.
- 0:59:07: Final three, is an F-reorg permissible under SBA in a situation of partial change of control?
- 0:59:27: Does my attorney do the tax diligence or does the accountant I hire for due diligence due the tax diligence?
- 1:01:31: Last one. How far through the DD process is the ideal time to engage a tax diligence consultant?
If you need further assistance or are in the process of negotiating a letter of intent, contact us at info@barlowwilliams.law and we will be happy to discuss your situation.