Law Firm MSO vs. ABS: Two Ways to Take Outside Investment, and Why Illinois Just Drew a Line
An MSO lets investors own a law firm's back office; an ABS lets them own the firm. Illinois HB 5487 now curbs both for contingency-fee practices.
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Ownership
Track ownership stakes, equity, and shareholder records
The Co-Founder Prenup: Money Questions to Settle Before Your First Dollar Moves
A co-founder prenup records capital contributions, equity splits, vesting, spending authority, salary triggers, and exit terms before the first dollar moves — Carta data shows only 45.9% of two-founder startups incorporated in 2024 split equity equally — and maps each decision to ledger entries your accountant can verify.
Selling Your Business to Your Employees: What the New SBA Worker Cooperative Lending Pilot Means for Retiring Owners
Six million U.S. businesses are expected to change hands by 2035, yet over 58% of owners have no succession plan. The National Worker Cooperative Development and Support Act, reintroduced in December 2025, would create an SBA pilot guaranteeing $60 million in loans over ten years for worker cooperative conversions — solving the 20%-owner personal guarantee problem that blocks most co-op financing. Here's how the pilot, Section 1042 capital gains deferral, and clean bookkeeping fit into an employee-ownership exit.
FASB ASU 2025-12: The APIC-Only Method for Retiring Shares in a Co-Founder Buyout
FASB's ASU 2025-12 (Issue 10) codifies a third method for retiring repurchased shares — charging the full excess over par value to additional paid-in capital, as long as APIC stays non-negative. Here is how the APIC-only, retained-earnings-only, and allocation methods change the balance-sheet impact of a co-founder buyout, and why the choice matters for loan covenants and dividend capacity before the December 15, 2026 effective date.
Cap Table Mistakes Before Series A: The Option Pool Shuffle, Vesting Traps, and Stacked SAFEs
Before a Series A term sheet arrives, founders should check three specific cap table failure points — a pre-money option pool shuffle that dilutes only founders, missing or over-vested founder equity, and stacked SAFEs with unmodeled conversion terms — each of which can delay or derail a raise.
The Founder's Guide to ESOPs: Selling Your Business to Your Employees
How an ESOP lets founders exit on their own terms — 6,411 US ESOPs hold $2.1 trillion for 15.1 million employees. Covers Section 1042 capital gains deferral, the S-corp federal tax exemption, 2–4% deal costs, fiduciary and repurchase obligations, and which businesses actually fit the structure.
Employee Ownership Trusts: The Succession Planning Alternative Between Selling to a Stranger and Doing Nothing
An Employee Ownership Trust (EOT) lets a business owner sell to a permanent employee-benefit trust instead of a competitor or private equity firm, costing roughly $30,000-$100,000 to set up versus $150,000+ for an ESOP, though the U.S. still offers no federal tax incentive for EOT sales while Canada made its C$10 million capital gains exemption permanent in June 2026.
Schedule B-1 of Form 1065: Disclosing 50% Owners in Tiered Partnerships, Family LLCs, and Private Equity Funds
Schedule B-1 of Form 1065 uses Section 267(c) attribution — not Section 318 — to identify partners who own 50% or more of profit, loss, or capital. A practical guide for tiered partnerships, family holding LLCs, and private equity fund structures.
Section 1377(a)(2) Closing-of-Books Election: How S Corporations Allocate Pass-Through Income When a Shareholder Leaves Midyear
Learn how a 1377(a)(2) election lets an S corp split its tax year when a shareholder leaves midyear, allocating pass-through income fairly.
Cap Table Management for Startups: A Practical Guide from Seed to Exit
A practical guide to managing a startup cap table from incorporation to exit — covering SAFEs, priced rounds, option pool sizing, 409A valuations, vesting mechanics, dilution math, and the diligence-ready habits that prevent costly equity surprises.
Choosing the Right Business Entity Type: A Complete Guide for Entrepreneurs
Understanding the right business entity type is crucial for entrepreneurs. This guide outlines the implications of different structures on taxes, personal liability, compliance, fundraising, ownership flexibility, and business credibility.