Category Archives: Tax Issues

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Foley & Lardner Advises Black Duck Software on Pending Sale to Synopsys

Foley & Lardner is advising Black Duck Software, Inc. on its pending sale to Synopsys. Massachusetts-based Black Duck is a leading provider of automated solutions and open source software. Synopsys provides high-quality, silicon-proven IP solutions for SoC designs. Under the terms of the definitive agreement, Synopsys will pay approximately $565 million, or $548 million net … Continue reading this entry

Exclusion for Qualified Small Business Stock

The Protecting Americans from Tax Hikes Act, passed in December 2015, extended an often overlooked provision of the tax code with the potential to provide significant savings to small business owners and non-corporate investors.  Section 1202 of the Internal Revenue Code permits the seller of a “qualified small business” to exclude up to 100% of … Continue reading this entry

Unlocking the SAFE – An Alternative to Convertible Notes

With the increasing level of investment in emerging companies, entrepreneurs are being presented with a wider range of financing documents. One of the relatively newer financing instruments is the “SAFE” (simple agreement for future equity). While some founders and investors believe that the SAFE is a more straightforward replacement for a convertible promissory note, others … Continue reading this entry

Tips for Going Global: Plan Before You Expand

Companies enjoying success in the U.S. often seek global expansion to gain strategic benefits from accessing new markets—new revenue potential, talent acquisition and increased brand awareness. Before replicating your business for a new market and approaching global expansion as a default growth option, the development of a well-constructed business strategy is imperative. International business expansion … Continue reading this entry

Crowdfunding 101: The Four Types You Need To Know

This post was originally written by Dylan Rochon, 2015 Foley & Lardner LLP Startup Connector. The term “crowdfunding” is closely associated with websites such as Kickstarter.com and GoFundMe.com. These sites provide a platform for startup companies to attract attention and funding. They provide an avenue for a wider group of investors to help fund or … Continue reading this entry

Coming to America Part II: Legal & Cultural Challenges for Emerging Companies

In our last post “Coming to America Part I,” we discussed why emerging companies would choose enter the US market to do business. In this post, we will discuss the many interrelated legal and cultural factors non-US companies must consider in order to establish a successful US presence.… Continue reading this entry

An S-Election for Your LLC: Is it Really the Best of Both Worlds?

For entrepreneurs who want to set up a company and avoid double taxation (i.e., taxation of amounts earned by the company and then taxation of the owners when they receive payments from the company), the choice often comes down to using an S-corporation or LLC (limited liability company). What if the entity could be both?… Continue reading this entry

Potential Advantages of Forming as an LLC

One of the initial decisions for entrepreneurs is whether to form their new entity as a limited liability company (LLC) or a Corporation. Entrepreneurs are often told by advisors that angel investors and VCs will only invest in Delaware C-corps. So if you want to raise money, the choice is simple – choose Delaware C-corp. … Continue reading this entry

Raising Money? Don’t Forget About the Tax Credits

With many states continuing to use tax credits to seed entrepreneurial growth, entrepreneurs and legal counsel must understand the applicable state-sponsored programs and position qualifying businesses to take advantage of these programs. Some government officials and scholars debate the extent to which government policy should seed entrepreneurial activity. Nevertheless, many states continue to view early … Continue reading this entry

Giving Stock to Your Employees — How and How Much?

Equity grants can be an attractive alternative to cash when compensating employees, consultants, and service providers. Beware, though: if not structured properly, equity grants can cause some nasty consequences for the company and the recipient, including issues related to taxes and labor and employment laws. Deciding on the proper number of shares can also be … Continue reading this entry

Friendly Reminder for LLCs and LPs: Delaware Is Looking for Your Dollars

It’s that time again: time to pull out your checkbooks and send Delaware your dollars. As I previously wrote, while corporations had an annual franchise tax payment due in March, it’s time for LLCs and LPs to pony up. It’s the cost of housing your business in Delaware, but sometimes we all need a little … Continue reading this entry

Save The Date: Delaware Wants Your Franchise Taxes

If you’ve been keeping tabs on strategy for franchise tax payments in Delaware, you’re probably already aware that annual reports and franchise tax payments are due in the near future. For for-profit corporations filed with the Division of Corporations of the Secretary of State of Delaware, the annual report and franchise tax payment is due … Continue reading this entry

ISO v. NQSO: The Difference or Lack Thereof

Equity compensation in the form of stock options is a common means of compensating key contributors to a growing business, especially where the cash compensation that these individuals receive is below the market rate for the skills and experience that they bring to the table. These stock options come in two different flavors: Incentive Stock … Continue reading this entry