Pacific Street advises companies and founders on the tax issues that arise throughout the life of a business, from entity selection and founder equity to financings, QSBS, and exits. Our tax practice draws on experience at large law firms and a Big Four accounting firm. We work alongside our corporate, M&A, and employment teams so tax is addressed as part of the business decision, not after the structure is already set.

What we do

Entity Selection & Tax Structuring

Tax consequences of entity choice and business structure, including C corporations, S corporations, LLCs, partnerships, and tax elections.

QSBS & Founder Tax Planning

Section 1202 eligibility at formation, preserving QSBS status as the company grows, and QSBS planning for financings, restructurings, and exits.

Equity Compensation

Founder stock, restricted stock, stock options, profits interests, vesting, and Section 83(b) elections.

Financings & Corporate Transactions

Tax advice on venture financings, debt and equity transactions, recapitalizations, restructurings, and distributions.

M&A & Exits

Tax structuring for acquisitions and company sales, including asset versus equity deals, rollover equity, purchase-price allocation, and sell-side tax planning.

Tax Opinions & Complex Tax Questions

Written memoranda and formal tax opinions on complex federal, state, and cross-border questions arising from a company’s operations or transactions.

Outside Tax Counsel to Advisers

Legal tax analysis for accountants and law firms whose clients need it.

Frequently asked questions

We’re starting a company. When should we think about tax?

At the beginning. Entity structure, founder equity, and early financing decisions can have significant tax consequences later. We address them alongside the corporate work so your structure supports raising capital, compensating employees, and an eventual exit.

Should my startup be a C corporation, S corporation, or LLC?

It depends on who will own the business, how it will operate, and your long-term plans. Companies planning to raise venture capital also need to account for investor expectations and QSBS, which is available only for C corporation stock.

Does my company’s stock qualify for QSBS?

Possibly. Section 1202 can let qualifying founders, employees, and investors exclude a significant portion of their gain on a sale, but eligibility turns on several requirements. We assess eligibility, help preserve it as the company grows, and review QSBS issues before a financing, restructuring, or sale.

I received founder stock or stock options. What tax issues should I be thinking about?

It depends on the type of equity and how it’s structured, but timing often matters most. Some grants require a Section 83(b) election within 30 days. We review income recognition, vesting, exercise, and available elections, coordinating with our corporate and employment lawyers.

We’re raising money, buying, or selling a company. When should tax counsel get involved?

Early. Deal structure can change the company’s tax attributes, QSBS eligibility, and the economics for each side, through choices like asset versus stock sales, rollover equity, and purchase-price allocation. We work alongside our financing and M&A lawyers so tax is addressed before the key terms are fixed.

We have a complicated tax question. Can Pacific Street help?

Yes. We advise on complex federal, state, and cross-border tax questions and provide written memoranda and formal tax opinions when a matter calls for them.

Do you prepare our company’s tax returns?

No. We focus on legal tax advice, and your CPA typically handles returns, bookkeeping, and routine compliance. We work closely with your accountants so the legal and accounting advice fit together, and we also serve as outside tax counsel to accounting firms.

Tax