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Alerts
12.19.25
Action Required: Share Transfers Pursuant to ISO Exercises and ESPP Purchases
Companies frequently grant incentive stock options (ISOs) or sponsor an employee stock purchase plan (ESPP) to provide tax-advantaged equity incentives to employees who are U.S. taxpayers. One aspect of the tax-advantaged nature of these programs is that the economic benefit transferred to employees in connection with a purchase of stock is generally not reportable as employment-based income in the year the stock is purchased and is, therefore, excluded from employee Form W-2s.
Alerts
11.25.25
Treasury and the IRS Finalize Stock Buyback Excise Tax Regulations
On November 21, 2025, the U.S. Department of the Treasury (Treasury) and the Internal Revenue Service (IRS) issued final regulations under Section 45011 relating to the one percent stock buyback excise tax (the Final Regulations). This alert summarizes some key aspects of the Final Regulations that are of particular importance to clients of the firm, including significant differences from the prior proposed regulations issued on April 9, 2024 (the Proposed Regulations).2 Of note, the Final Regulations provide that the stock buyback excise tax does not apply to “take-private”/leveraged buyout acquisitions of publicly traded companies, nor does the tax apply to cash and other non-stock property paid as part of the acquisition of a publicly traded company in a tax-free reorganization under Section 368. These changes significantly reduce the impact of the excise tax in M&A transactions involving publicly traded companies.
Newsletters
7.31.25
Sustainability and ESG Advisory Practice Update, July 2025
We are pleased to share the July 2025 issue of Wilson Sonsini's Sustainability and ESG Advisory Practice Update. Each issue combines news, key legal developments, and resources related to sustainability and environmental, social, and governance (ESG) matters relevant to public and private companies internationally.
News Articles
7.21.25
Myra Sutanto Shen Appointed to ABA Tax Law Section Leadership
On July 1, 2025, Wilson Sonsini partner Myra Sutanto Shen was appointed to serve as Vice Chair of the American Bar Association (ABA) Tax Section’s Corporate Tax Committee.
Client Advisories
7.07.25
Understanding Section 1202: The Qualified Small Business Stock Exemption
The “qualified small business stock” (QSBS) tax exemption under Section 1202[1] allows non-corporate founders and investors in certain emerging growth companies to potentially exclude up to 100 percent of the U.S. federal capital gains tax incurred when selling its stake in the start-up or small business. Section 1202(a) permits a stockholder to exclude a percentage of the gain recognized on the sale of QSBS held for at least five years (three years for stock issued after July 4, 2025), capped at the greater of $10 million ($15 million for stock issued after July 4, 2025, indexed for inflation) or 10 times the basis of its initial investment. Alternatively, if QSBS has been held for at least six months, Section 1045 generally permits a tax-free rollover of gain on the sale of the QSBS if the proceeds are reinvested within 60 days of the sale of the QSBS. These provisions are intended to encourage formation of and investment in certain small, active, operating businesses. What follows below is a brief summary of the potential benefits and the eligibility requirements of QSBS.
Alerts
6.24.25
Senate Finance Committee Proposes Permanently Restoring Expensing for Domestic R&D Expenditures
On June 16, 2025, the Senate Finance Committee released its draft of the tax provisions in H.R. 1 (commonly referred to as the “One Big Beautiful Bill” (the SFC Bill)). We previously covered the original legislation passed by the U.S. House of Representatives on May 22, 2025 (the House Bill), and the proposed expansion of the “qualified small business stock” tax exemption in the SFC Bill.
Alerts
6.17.25
Senate Finance Committee Proposes Significant Expansion of the Qualified Small Business Stock (QSBS) Tax Exemption
On June 16, 2025, the Senate Finance Committee released draft text of the tax provisions in the Senate’s version of H.R. 1 (commonly referred to as the “One Big Beautiful Bill” (the SFC Bill)).1 Notably, the SFC Bill would significantly expand the “qualified small business stock” (QSBS) tax exemption under Section 12022 for stock acquired3 after the enactment date of the final legislation (the Effective Date).
White Papers/Briefs
6.16.25
The Basics of Electric Power Regulation for Project Developers
This white paper, authored by Sarah Greenberg, with contributions from Steve Boughton, Nic Gladd, Todd Glass, Katie Mansur, Bob O’Connor, Jason Slagle, and Scott Zimmermann from Wilson Sonsini, and CREO and Spring Lane, provides an overview of U.S. electricity regulation, including the different market structures in the industry, how those markets are regulated, and the primary agencies responsible for regulating the industry. This primer is written principally for readers who are not yet familiar with the details of electricity regulation who seek to attain a working knowledge of the major concepts.
Client Advisories
5.30.25
Key UK Tax Implications of the Delaware Flip
U.S. venture capitalists investing at the early stages (Seed and Series A) in a UK (or other non-U.S.) company often require that the company “flips” its corporate structure and establishes a U.S. (most commonly Delaware) holding company.[1]