Turning Partnership and LLC Interests into Qualified Small Business Stock
Chris Brown is a tax partner in the Seattle office of Holland & Knight. His practice focuses on transactional tax matters, with a particular emphasis on closely held companies, partnerships and S-Corporations. For over fifteen years he has been advising clients regarding the use of Section 1202 qualified small business stock.
Mark Melton is a tax partner in Holland & Knight's Dallas office and serves as the co-chair of the Tax, Executive Compensation and Benefits Practice Group. He focuses on federal income taxation issues related to domestic and international transactions of private equity and hedge funds, as well as other investment partnerships, joint ventures, real estate investment trusts (REITs) and operating businesses.
2 hour CLE
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Program Summary
The One Big Beautiful Bill Act, signed into law on July 4th, 2025, has greatly expanded the tax incentives for Qualified Small Business Stock (“QSBS”) under Section 1202 of the Internal Revenue Code. This program will explain the basic requirements of QSBS, including how to calculate holding periods and tax exclusion amounts. It will also explain frequent obstacles to qualifications, such as the qualified business test, the new $75 million gross assets test, and the limits on transfers and redemptions. Finally, the speakers will review various transaction pathways involving QSBS, including conversions of S-Corps and LLCs to qualifying C-Corp entities and exit transactions involving QSBS benefits.
This course is co-sponsored with myLawCLE.
Key topics to be discussed:
- QSBS qualification requirements
- How to calculate, and think about, the QSBS tax benefit amount
- Pass-through entities and QSBS stock
- A sample of QSBS transaction structures
Date / Time: October 10, 2025
- 1:00 pm – 3:10 pm Eastern
- 12:00 pm – 2:10 pm Central
- 11:00 am – 1:10 pm Mountain
- 10:00 am – 12:10 pm Pacific
Closed-captioning available
Speakers
Christopher Steele Brown | Holland & Knight LLP
Chris Brown is a tax partner in the Seattle office of Holland & Knight. His practice focuses on transactional tax matters, with a particular emphasis on closely held companies, partnerships and S-Corporations. For over fifteen years he has been advising clients regarding the use of Section 1202 qualified small business stock. He often advises private equity and searches for fund clients regarding tax issues related to acquisitions and exit transactions. Mr. Brown also represents executives and employers in compensation planning, including stock options, equity compensation, bonus rights and deferred compensation. In addition, Mr. Brown advises business and real estate clients on state tax issues, with particular emphasis on Washington state excise and sales tax.
Mark A. Melton | Holland & Knight LLP
Mark Melton is a tax partner in Holland & Knight’s Dallas office and serves as the co-chair of the Tax, Executive Compensation and Benefits Practice Group. He focuses on federal income taxation issues related to domestic and international transactions of private equity and hedge funds, as well as other investment partnerships, joint ventures, real estate investment trusts (REITs) and operating businesses.
More specifically, Mr. Melton assists clients with investment fund formation, mergers and acquisitions (M&A), real estate investment and development, and financial instruments and derivatives. He is experienced in a broad spectrum of tax issues such as complex partnership allocations, inbound and outbound cross-border investments, and investments by sovereign wealth funds, tax-exempt entities, international organizations and other institutional investors. Mr. Melton also advises on Section 1202 qualified small business stock (QSBS) issues.
Agenda
I. QSBS qualification requirements | 1:00pm – 1:30pm
II. How to calculate, and think about, the QSBS tax benefit amount | 1:30pm – 2:00pm
Break | 2:00pm – 2:10pm
III. Pass-through entities and QSBS stock | 2:10pm – 2:40pm
IV. A sample of QSBS transaction structures | 2:40pm – 3:10pm
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