Author Archives: Joe Wallin

About Joe Wallin

Joe Wallin focuses on emerging, high growth, and startup companies. Joe frequently represents companies in angel and venture financings, mergers and acquisitions, and other significant business transactions. Joe also represents investors in U.S. businesses, and provides general counsel services for companies from startup to post-public.

A Story

A Story I am in the middle of a Rule 506 all accredited investor offering. One of the folks who wants to invest in my company was stumped at my accredited investor questionnaire. He earns $175,000 a year. He doesn’t … Continue reading

Posted in Financings | 2 Comments

C Corps v. S Corps

Suppose you’ve decided that you want to form your new business as a corporation (not an LLC), and you are trying to figure out if it should be an S Corp or a C Corp. How do you decide? Flip … Continue reading

Posted in Business Entities | Tagged , , , | 2 Comments

Taxation of Social Purpose Corporations

Question: I received the following question from a CPA friend the other day: “I have a client that recently formed a Washington social purpose corporation. Do you have a sense of how SPCs are characterized for federal income tax purposes?” … Continue reading

Posted in Social Purpose Corporations, Uncategorized | 3 Comments

Venture Capital Fund

Flowchart for Exemption Under the Investment Advisers Act of 1940 By Joe Wallin and Asher Bearman This article is appearing simultaneously on The Venture Alley and on Startup Law Blog.  The below flowchart may be helpful to you in answering the question whether … Continue reading

Posted in Federal Law & Regulation | Tagged , , , | Comments Off on Venture Capital Fund

Stock Option Exercise Tax Math

Exercising a stock option is not always as straight forward as you might expect. The reason? Taxes. How to Calculate the Tax on the Exercise of an NQO “Spread” means the positive difference between the fair market value of the … Continue reading

Posted in Business/Corporate Law | Tagged , , | Comments Off on Stock Option Exercise Tax Math