BarbriSFCourseDetails
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Course Details

Course Information
  • smart_display Format

    Live Online with Live Q&A

  • signal_cellular_alt Difficulty Level

    Intermediate

  • work Practice Area

    Tax Law

Date & Time
  • event Date

    Tuesday, July 1, 2025

  • schedule Time

    1:00 p.m. ET./10:00 a.m. PT

  • timer Program Length

    90 minutes

Credit Information

  • This 90-minute webinar is eligible in most states for 1.5 CLE credits.

  • BARBRI is a NASBA CPE sponsor and this 110-minute webinar is accredited for 2.0 CPE credits.

  • BARBRI is an IRS-approved continuing education provider offering certified courses for Enrolled Agents (EA) and Tax Return Preparers (RTRP).

$347.00

This course is $0 with these passes:

CLE
CPE
ALL

This CLE/CPE course will provide tax counsel an in-depth analysis of Section 1202 eligibility requirements for qualified small business stock (QSBS) to eliminate or reduce taxation of capital gains. Our panel will discuss the corporate requirements, shareholder requirements, and the substantial tax savings available for qualifying stocks.

Faculty

David Strong
Partner
Wilmer Cutler Pickering Hale and Dorr, LLP

Mr. Strong is a tax partner with extensive experience advising clients on domestic and cross-border mergers and acquisitions, spin-offs and restructurings, partnerships and joint ventures, and private equity and venture capital investments. He also has substantial experience advising clients on the tax aspects of a wide variety of capital markets transactions, including syndicated credit facilities, mezzanine and bridge loans, early-stage venture financings, and initial public equity offerings and convertible debt offerings(including tax-integrated hedges). Mr. Strong is a former adjunct professor and current advisory member to the faculty at The University of Denver Law School’s Graduate Tax Program. He is also a former chair of the Corporate Tax Committee of the Tax Section of the ABA, a fellow of the American College of Tax Counsel, and a frequent speaker on corporate and other tax matters at local, regional, and national seminars and continuing legal education programs.

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Rebecca Pugliesi
Senior Manager
Plante Moran

Ms. Pugliesi is a member of the firm’s National Tax Office, she specialize's in all tax aspects of the purchase and sale of family and private equity-owned businesses. Her expertise in transactions includes both corporate and partnership tax matters such as structuring to minimize tax liabilities, modeling entity choice possibilities, planning for qualified small business stock (Section 1202), and maximizing deductions for transaction costs.

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Description

Section 1202 allows taxpayers an opportunity to permanently exclude from taxable income any capital gains recognized in connection with the sale of QSBS. Tax counsel must understand key provisions of the IRC and related regulations to ensure cash-tax savings for taxpayers and investors.

To minimize IRS scrutiny and potential rejection of exclusion under Section 1202, taxpayers must meet strict corporate qualifications, shareholder eligibility rules, and holding period requirements. In addition, the business must have no more than $50 million in aggregate gross assets at the time the stock is issued, the company must be engaged in a qualified trade or business, and shareholders must hold the stock for five years. For those not holding the stock for five years, QSBS benefits can be preserved by rolling over the sales proceeds under Section 1045.

Listen as our panel discusses Section 1202 eligibility requirements for QSBS to eliminate or reduce taxation of capital gains, potential pitfalls to avoid, and planning opportunities available so shareholders achieve maximum tax savings.

Outline

  1. Section 1202 qualified small business stock
  2. Corporate requirements
  3. Shareholder requirements
  4. Strategies to increase the exclusion
  5. Section 1045 rollovers for sale of QSBS

Benefits

The panel will review these and other critical issues:

  • How can eligible shareholders maximize their QSBS exclusion?
  • What stock is and is not eligible for the QSBS exclusion?
  • What are best practices to avoid Section 1202 ineligibility?

NASBA Details

Learning Objectives

After completing this course, you will be able to:

  • Ascertain whether a stock is eligible for QSBS
  • Determine how an eligible investor can maximize their QSBS exclusion
  • Verify that QSBS sales are correctly reported to the IRS
  • Decide best practices to avoid IRC 1202 ineligibility
  • Identify the corporate and shareholder requirements impacting QSBS

  • Field of Study: Taxes
  • Level of Knowledge: Intermediate
  • Advance Preparation: None
  • Teaching Method: Seminar/Lecture
  • Delivery Method: Group-Internet (via computer)
  • Attendance Monitoring Method: Attendance is monitored electronically via a participant's PIN and through a series of attendance verification prompts displayed throughout the program
  • Prerequisite:

    Three years+ business or public firm experience preparing complex tax forms and schedules, supervising other preparers or accountants. Specific knowledge and understanding of pass-through taxation, including taxation of partnerships, S corporations and their respective partners and shareholders.


Strafford Publications, Inc. is registered with the National Association of State Boards of Accountancy (NASBA) as a sponsor of continuing professional education on the National Registry of CPE Sponsors. State boards of Accountancy have final authority on the acceptance of individual courses for CPE Credits. Complaints regarding registered sponsons may be submitted to NASBA through its website: www.nasbaregistry.org.

IRS Approved Provider

Strafford is an IRS-approved continuing education provider offering certified courses for Enrolled Agents (EA) and Tax Return Preparers (RTRP).