BarbriSFCourseDetails
  • videocam Live Webinar with Live Q&A
  • calendar_month June 2, 2026 @ 1:00 PM ET/10:00 AM PT
  • signal_cellular_alt Intermediate
  • card_travel Banking and Finance
  • schedule 90 minutes

QSBS 2.0: Expanded Benefits, New Tax Strategies for Investors and Businesses

Qualifying, Structuring, and Substantiating Section 1202 Benefits After OBBBA

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Discount expires 5/19/26

This course is $0 with these passes:

CLE
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About the Course

Introduction

This CLE course will discuss the corporate and shareholder requirements and tax savings available for qualified small business stock (QSBS), highlighting important One Big Beautiful Bill Act (OBBBA) changes, and how to implement QSBS structures in M&A transactions. QSBSs are a valuable, but technically complex, tax-saving tool that can significantly enhance investor returns, attract capital and talent to startups, and increase the net proceeds of a business exit. Learn key offering and structuring considerations to help your clients maximize QSBS benefits in a variety of situations.

Description

A powerful tax incentive for investors, Section 1202 allows a fully or partially tax-free sale of QSBS by certain taxpayers, in certain circumstances. The capital gain exclusion can be as high as the greater of $15 million or 10 times the adjusted basis of the stock sold, creating a significant benefit for entrepreneurs and investors. Given the magnitude of these benefits, corporate finance attorneys must not only understand the rules but also advise clients on when and how to implement structures to allow for QSBS treatment with respect to equity compensation, M&A exits, rollovers, and other circumstances.

During this course our faculty will explain shareholder and corporation eligibility requirements, contrasting the pre‑July 4, 2025 regime with the post-OBBBA expansion, including higher permitted asset level thresholds and increased gain exemption caps. Our panel will also address nonrecognition rollovers of QSBS gains, timing requirements, and partnership limitations. Our panel will further outline recordkeeping best practices, including documentation of asset tests, active business use, stock issuance, and transactional history needed to support QSBS claims.

Listen as our panel discusses the technical, often complex, requirements of Section 1202. The lessons learned will help attendees structure compliant offerings, improve M&A structuring, avoid redemption complications, and identify rollover opportunities. 

Presented By

Brett R. Cotler
Partner
Seward & Kissel LLP

Mr. Cotler is a partner in the Taxation Group. He advises investment funds, private fund managers, and public and private companies on U.S. federal income tax matters, including partnership, corporate and international tax matters. Mr. Cotler advises on business transactions, securities offerings, structured finance and securitization vehicles, and joint ventures.

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Jeffrey Kelson
Partner, Co-Leader National Tax Office
Eisner Advisory Group, LLC

Mr. Kelson is the Co-Leader of the firm’s National Tax Office and a leader in the New Jersey office, bringing 30 years of experience to his role. He also heads the firm’s Tax Thought Leadership initiative. Mr. Kelson’s expertise includes tax compliance and planning, mergers and acquisitions, bankruptcy and turnaround situations, and SEC issues related to IPOs and privatization. He has extensive experience in the taxation of pass-through entities and Section 1202 Qualified Small Business Stock (QSBS). He has presented numerous webinars on Section 382 (regarding the carryover of corporate tax attributes). Mr. Kelson’s background spans various industries, including manufacturing, distribution, technology, and professional services. Among his clients have been a $1 billion brand management company, a $500 million linens/bedding distributor, a regional airline, and multiple software entities. He is frequently quoted in business publications for his tax insights and has appeared on television to discuss potential tax changes.

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Christopher Fiore Marotta
Partner
Holland & Knight LLP

Mr. Marotta is experienced in negotiating and structuring the purchase and sale of businesses, negotiating loan agreements for lenders and borrowers, drafting joint venture agreements (including with respect to real estate matters), advising insurers on representation and warranty policy coverage, structuring inbound and outbound investments, forming investment funds, drafting U.S. tax disclosures for private placement memoranda and public offerings, and other issues relating to mergers, acquisitions and reorganizations. He also advises on Section 1202 qualified small business stock (QSBS) issues.

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Credit Information

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


  • Live Online


    On Demand

Date + Time

  • event

    Tuesday, June 2, 2026

  • schedule

    1:00 PM ET/10:00 AM PT

I. QSBS defined, Section 1202 requirements

II. Impact of OBBBA statutory changes

III. Holding period considerations and exclusion benefit calculation

IV. Section 1045 rollover mechanics

V. Pass-through entities: partnerships (including LLCs) and S corps

VI. Key gray areas and planning risks

VII. Audit readiness and best practices

VIII. Structuring considerations

The panel will review these and other key issues:

  • What are the new and expanded QSBS benefits under Section 1202?
  • What planning opportunities (and pitfalls) arise under the rules for founders, investors, and funds?
  • How can you align exit timing, investment structuring, capitalization, and documentation practices to maximize QSBS advantages?