Category: Insights

In Memoriam – Terrence W. Stein

Terrence W. Stein   It is with deep sadness that we share the news of Terry Stein’s passing. Terry was a valued colleague and friend to many at the firm over the years. Known for his professionalism, intellect, and generosity of spirit, Terry made a lasting impression through his work and the relationships he built. […]

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Fox Swibel Welcomes Marisa Perry to the Firm

Fox Swibel is pleased to announce Marisa K. Perry has joined the Firm as a Partner in the Construction Law Group. Marisa K. Perry Partner Full Bio (312) 380-4985 [email protected]   Marisa focuses her practice on construction law, representing a broad range of clients across the construction industry. She advises clients throughout the lifecycle of […]

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Section 1202 and Qualified Small Business Stock: A Practical Primer

By: Brian A. Smith This article provides background on Section 1202 and qualified small business stock (QSBS) and serves as the foundation for the LLC-to-C-corp conversion series. It explains what Section 1202 is designed to do, the core requirements for QSBS treatment, and the eligibility issues that most often matter in real transactions. The goal […]

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LLC to C-Corp Conversion, Part 7: Most Problems in LLC-To-C-Corp Conversions Are Predictable and Preventable

By: Brian A. Smith This article is part of a series on LLC-to-C-corporation conversions in the context of Section 1202, which provides a potential federal capital gains tax exclusion for certain holders of qualified small business stock. Other articles in the series address eligibility considerations, structuring alternatives, equity mapping, incentive equity, timing considerations, and investor […]

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LLC to C-Corp Conversion, Part 6: How Investors View LLC-To-C-Corp Conversions in a Section 1202 World

By: Brian A. Smith This article is part of a series on LLC-to-C-corporation conversions in the context of Section 1202, which provides a potential federal capital gains tax exclusion for certain holders of qualified small business stock. Other articles in the series address eligibility considerations, structuring alternatives, equity mapping, incentive equity, timing considerations, and common […]

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LLC to C-Corp Conversion, Part 5: Timing the Conversion Can Matter as Much as the Structure

By: Brian A. Smith This article is part of a series on LLC-to-C-corporation conversions in the context of Section 1202, which provides a potential federal capital gains tax exclusion for certain holders of qualified small business stock. Other articles in the series address eligibility considerations, structuring alternatives, equity mapping, incentive equity, investor perspectives, and common […]

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LLC to C-Corp Conversion, Part 4: Incentive Equity Often Becomes the Most Fragile Part of the Conversion

By: Brian A. Smith This article is part of a series on LLC-to-C-corporation conversions in the context of Section 1202, which provides a potential federal capital gains tax exclusion for certain holders of qualified small business stock. Other articles in the series address eligibility considerations, structuring alternatives, equity mapping, timing considerations, investor perspectives, and common […]

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LLC to C-Corp Conversion, Part 3: Mapping LLC Equity to C-Corp Stock Means Translating Economics, Not Just Units

By: Brian A. Smith This article is part of a series on LLC-to-C-corporation conversions in the context of Section 1202, which provides a potential federal capital gains tax exclusion for certain holders of qualified small business stock. Other articles in the series address eligibility considerations, structuring alternatives, incentive equity, timing considerations, investor perspectives, and common pitfalls. […]

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LLC to C-Corp Conversion, Part 2: Structuring an LLC-To-C-Corp Conversion Requires Choosing Among Imperfect Paths

By: Brian A. Smith This article is part of a series on LLC-to-C-corporation conversions in the context of Section 1202, which provides a potential federal capital gains tax exclusion for certain holders of qualified small business stock. Other articles in the series address eligibility considerations, equity mapping, incentive equity, timing considerations, investor perspectives, and common pitfalls. […]

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