Insights

On July 4, 2025, President Trump signed into law the One Big Beautiful Bill Act (the “Act”), after it was passed by Congress on July 3, 2025. Notably, the Act made significant and welcome changes from the perspective of startup company stockholders and venture capital investors to the qualified small business stock (“QSBS”) rules set forth in Internal Revenue Code (“Code”) Section 1202. In a nutshell, the changes modernize (by adjusting for inflation) and expand the already favorable tax treatment for QSBS under Code Section 1202. The Act also permanently reinstates elective expensing for qualifying domestic research and experimental expenditures that will likely help more startups in research and capital intensive sectors qualify for favorable QSBS treatment.

Deciding that it might be time to explore a sale of a family or founder owned business can be an intimidating task, but what can make it even more daunting is being unprepared for what comes next. This article sets forth the high-level steps that should be taken early on ahead of any merger or acquisition event (whether it be assets sale, equity sale, merger, or otherwise) for such businesses to ensure as smooth of a sale as is possible. Some of the items below are steps to take to protect your business, others are proactive steps that potential buyers will generally want to see, but all are generally best market practices.

The Securities and Exchange Commission (SEC) has issued a no-action letter providing interpretive guidance on the verification of accredited investor status in offerings conducted pursuant to Rule 506(c) of Regulation D under the Securities Act of 1933. Rule 506(c) permits issuers to engage in general solicitation or advertising in private offerings, provided that all purchasers are accredited investors and the issuer takes “reasonable steps” to verify the accredited status of all investors. The no-action letter introduces a streamlined approach, stating that, absent contrary indications known to the issuer, reliance on sufficiently high minimum investment thresholds—coupled with specific written representations from purchasers—may satisfy the verification requirement.

On October 30, 2023, President Biden released an Executive Order (EO) on the Safe, Secure, and Trustworthy Development and Use of Artificial Intelligence (AI).  This landmark EO seeks to advance the safe and secure development and deployment of AI by implementing a society-wide effort across government, the private sector, academia, and civil society to harness “AI for good,” while mitigating its substantial risks.

The Securities and Exchange Commission announced on August 23, 2023 that they have adopted new rules under the Investment Advisers Act of 1940 which call for greater transparency for investors who invest in private funds. While some of these rules will make investing with registered investment advisers clearer, others will make the world of venture capital a bit more challenging.

On June 7, 2023, the U.S. Senate Committee on the Judiciary, Subcommittee on Intellectual Property hosted a hearing titled “Artificial Intelligence and Intellectual Property – Part I: Patents, Innovation, and Competition.” It’s clear the Judiciary Committee is going to play an active role in the debate on how to regulate artificial intelligence (AI), with many more hearings to come, as this hearing came shortly after the Judiciary Subcommittee on Privacy, Technology, and the Law held a hearing on “Oversight of A.I.: Rules for Artificial Intelligence.”

In its long-awaited decision in Slack Technologies, LLC v. Pirani, 598 U.S. ___, No. 20-200 (June 1, 2023), the Supreme Court ruled that the tracing requirement of Section 11 of the Securities Act of 1933 applies to suits brought by investors in direct listings. Although the ruling definitively resolves an ambiguity in the statutory text, it leaves the door open to adverse consequences for both companies and investors in direct listings.

The Securities and Exchange Commission announced on May 16, 2023 that ten microcap companies violated Regulation A+ and have been ordered to pay civil penalties ranging from $5,000 to $90,000. In a press release, Daniel R. Gregus, Director of the SEC’s Chicago Regional Office, stated, “Companies that choose to benefit from Regulation A as a cost-effective way to raise capital must meet its requirements. These actions stand as a reminder that companies which choose to circumvent Regulation A’s requirements by engaging in prohibited conduct or making fundamental changes to their offerings without qualification will face action by the SEC.”

On May 16, 2023, the U.S. Senate Committee on the Judiciary, Subcommittee on Privacy, Technology, and the Law held a hearing titled “Oversight of A.I.: Rules for Artificial Intelligence.” This hearing is the first in a series intended to provide a forum for industry leaders to discuss and provide an understanding of the implications of A.I. with an eye toward facilitating the development of appropriate guidelines and regulations.

On Friday, March 10, 2023, regulators shut down Silicon Valley Bank (“SVB”) and seized its deposits, resulting in the second largest U.S. banking failure since the 2008 financial crisis. Specifically, SVB was closed by the California Department of Financial Protection and Innovation, and the Federal Deposit Insurance Corporation (the “FDIC”) was named receiver. Since the FDIC insures deposits of up to $250,000, that amount was immediately available; however, the fact that deposits above and beyond the $250,000 limit were not immediately available alarmed many. After a weekend of chaos as many businesses scrambled for a solution to the illiquid funds, on Sunday, March 12, 2023, in a joint release among the Department of Treasury, Board of Governors of the Federal Reserve System and the FDIC, Treasury Secretary Janet Yellen instructed the FDIC to guarantee SVB customers access to all deposits, including the uninsured funds. The release further stated that New York-based Signature Bank was closed by its chartering authority and that its customers would also receive access to all deposits, including the uninsured funds. While this may have provided relief to many, it is important to keep in mind the lesson and best practices in the event of such a liquidity crunch.

While forming a new entity is generally quite easy, corporate structure and tax considerations play a fundamental role in a startup’s ability to raise capital. Prospective investors have expectations for how a “venture backable” business (i.e., a business with the potential to generate significant returns with a potentially high valuation) is to be organized under state law and classified for income tax purposes. However, the fundamental question for founders is: what actually makes the most sense for the business? Here we briefly discuss four structures for forming a new business and their tax classifications: (1) a state law corporation classified as a C corporation; (2) a state law corporation classified as an S corporation; (3) a limited liability company (“LLC”) classified as either a C corporation or an S corporation; and (4) an LLC classified as a sole proprietorship or partnership.