Section 1202 and Qualified Small Business Stock | CLE Course

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Course Details

Course Information

smart_display Format
On-Demand
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.

$247.00

This course is $0 with these passes:

CLE

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.