Are 409A Valuations Public? A Startup Lawyer's Answer
A 409A valuation is a private, confidential appraisal of a private company's common‑stock fair‑market value, not filed with any government agency. While the report itself is not public, it is routinely examined by boards, auditors, investors, acquirers, underwriters, and the IRS during diligence, M&A, IPO filings, or audits. The valuation remains valid for 12 months or until a material event, after which a refreshed appraisal is required. Treating the 409A as a defensible document from the start mitigates tax penalties and transaction risks.
Rule 506(b) Vs. 506(c): A Practical Guide for Startup Founders
Startup founders raising capital under Regulation D must decide between Rule 506(b) and Rule 506(c), the two exemptions that power most private U.S. financings. Rule 506(b) limits fundraising to private, pre‑existing relationships and bans advertising, while Rule 506(c) permits public solicitation but obligates verified accredited...
Washington State Income Tax: The Complete Guide
Washington has moved from a zero‑income‑tax reputation to a hybrid regime. A capital‑gains excise tax is already in force, levying 7% on the first $1 million of long‑term gains and 9.9% above that. A new individual income tax of 9.9% on...
Cliff Planning Before Washington's 2028 Income Tax: How to Use 2026 and 2027
Washington will levy a 9.9% income tax on household earnings above $1 million beginning Jan 1 2028, making 2026 and 2027 the last years to recognize income without state liability. The article introduces “cliff planning,” a timing strategy that accelerates taxable events—such as...
Washington Vs. California: Residency Safe Harbors Compared
Washington and California use vastly different residency safe harbors that can make or break a founder’s tax position when moving between the two states. Washington offers a statutory 30‑day rule that requires no Washington abode, an outside abode for the...
Washington's Capital Gains Tax (Now Up to 9.9%): Residency Planning Before You Sell
Washington’s new capital‑gains excise tax charges 7% on the first $1 million of gain and 9.9% on any amount above that, creating a potential seven‑figure liability for founders selling stock or other intangibles. The tax applies only to sellers domiciled in...
QSBS Attestation Letter: What It Needs to Say
Qualified Small Business Stock (QSBS) benefits hinge on solid documentation, and the article breaks down exactly what a QSBS attestation letter must contain to survive an IRS audit. It warns that generic, one‑page letters are ineffective and outlines each statutory...
What the Author of ESSB 6346 Said He Was Actually Trying to Do
State Senator Jamie Pedersen’s 2018 emails reveal a deliberate plan to use a capital‑gains tax as a legal foothold to overturn the 1933 Culliton v. Chase decision that treats income as property. The strategy succeeded in getting a 2021 capital‑gains...
How to Choose a 409A Valuation Provider: What Founders Need to Know
Startups need a defensible 409A valuation to set option exercise prices and avoid a 20% penalty tax. The article explains what a valuation provider does, how to differentiate strong firms from low‑quality services, and which questions founders should ask before...
Carta, Pulley, and AngelList: What Cap Table Software Can — and Cannot — Do for Your Startup
Early‑stage founders increasingly rely on cap‑table platforms such as Carta, Pulley, AngelList Equity and Eqvista to track equity, run valuations and manage option grants. Carta dominates with over 50,000 users and deep VC‑law firm integration, while Pulley offers a cheaper,...
Cap Table Administration for Startups
Cap table administration is a legal record, not just a spreadsheet, and mistakes can trigger hefty tax liabilities or jeopardize Qualified Small Business Stock (QSBS) benefits. Joe Wallin of Carney Badley Spellman offers ongoing attorney‑level counsel for startups, regardless of...
Can You Prove Your QSBS Will Hold Up?
Founders often assume their Qualified Small Business Stock (QSBS) automatically qualifies for the §1202 tax exclusion, but the benefit is fact‑intensive and subject to IRS scrutiny. To preserve eligibility, shareholders must retain a stock purchase agreement, certificate, and evidence that...
No, Washington Didn't Just Pass a Wealth Tax. Here's What It Did Pass.
Washington did not enact the touted "Capital Assets Ownership Tax" wealth levy. Instead, Governor Jay Inslee signed ESSB 6346, a flat 9.9% tax on household taxable income above $1 million, effective Jan 1 2028 with returns due in 2029. Earlier wealth‑tax bills (SB 5797...
Big Private Company Gain in Washington? Your 2028 Planning Window Is Closing
Washington will levy a 9.9% state income tax on taxable income above $1 million per household starting Jan 1 2028, adding a permanent annual drag for owners of late‑stage private‑company equity. The 9.9% capital‑gains excise tax has been in effect since 2025, so...
Cascade PBS: The Debate over Washington’s Millionaires’ Tax Is Not Over
Washington enacted a 9.9% income tax on high earners, kicking in for individuals whose federal adjusted gross income exceeds $1 million after a standard deduction. The law ties the tax base to federal AGI and includes a $1 million deduction, creating new...