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Tax

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  • Broad-Based Transactional Practice

    Wilson Sonsini's Tax practice represents companies and funds in conjunction with the Mergers & Acquisitions, Emerging Companies and Venture Capital, Project Finance, and Finance and Structured Finance practices. Wilson Sonsini tax lawyers advise on a wide range of domestic and international transactions, such as public and private acquisitions, debt and equity financings, buyouts, corporate restructurings, spinoffs, and recapitalizations.

  • Extensive Experience Across the Energy, Life Sciences, and Technology Industries

    The firm’s tax lawyers specialize in key tax issues facing companies across all emerging growth industries, including renewable energy and infrastructure assets, complex licensing and structuring transactions for life sciences companies, and cutting-edge issues facing technology companies.

  • Recognized Practitioners

    Chambers USA recently recognized Wilson Sonsini as a leading firm in the Northern California Tax category and several of our tax attorneys as leading practitioners in their field.

Wilson Sonsini’s Tax practice encompasses all areas of U.S. federal and UK tax law for technology, life sciences, and growth enterprises at all stages of development. The firm provides representation to companies and funds in conjunction with its Mergers & Acquisitions practice, which involves a wide range of U.S., UK, and cross-border transactions, including public and private acquisitions, management and leveraged buyouts, corporate restructurings, spinoffs, recapitalizations, and joint ventures. 

In addition, the team counsels clients on domestic and international tax planning for corporate transactions, including equity and debt financings, IPOs, and tender or exchange offers, and advises founders, investors, and companies regarding the “qualified small business stock” exemption under Section 1202 of the Internal Revenue Code and enterprise management incentive schemes in the United Kingdom.

Further, the team specializes in tax matters related to project finance, with a focus on renewable energy and infrastructure assets, and advises companies on structuring transactions to finance utility-scale wind, solar, geothermal, and biomass facilities. 

Overview

Wilson Sonsini’s Tax practice encompasses all areas of U.S. federal and UK tax law for technology, life sciences, and growth enterprises at all stages of development. The firm provides representation to companies and funds in conjunction with its Mergers & Acquisitions practice, which involves a wide range of U.S., UK, and cross-border transactions, including public and private acquisitions, management and leveraged buyouts, corporate restructurings, spinoffs, recapitalizations, and joint ventures. 

In addition, the team counsels clients on domestic and international tax planning for corporate transactions, including equity and debt financings, IPOs, and tender or exchange offers, and advises founders, investors, and companies regarding the “qualified small business stock” exemption under Section 1202 of the Internal Revenue Code and enterprise management incentive schemes in the United Kingdom.

Further, the team specializes in tax matters related to project finance, with a focus on renewable energy and infrastructure assets, and advises companies on structuring transactions to finance utility-scale wind, solar, geothermal, and biomass facilities. 

Alerts
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
UK Budget 2025: Support for Scale-Ups
Key Takeaways
Alerts
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
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
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. 
Alerts
The One Big Beautiful Bill: Tax Provisions Impacting the Energy and Climate Solutions Sector
Introduction
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Insights
Alerts
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
UK Budget 2025: Support for Scale-Ups
Key Takeaways
Alerts
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
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
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. 
Alerts
The One Big Beautiful Bill: Tax Provisions Impacting the Energy and Climate Solutions Sector
Introduction
View All
Speaking Engagements
ABA Section of Taxation 2026 May Meeting
The May Tax Meeting is the Section’s largest and the premier event for lawyers interested in all aspects of tax law. Join us in Washington, DC to learn from and meet with the country's leading tax attorneys and government officials, discussing the latest federal, state, and local tax policies and more.
Affiliated Programs
A Conversation About Private Company Compensation
Wilson Sonsini and J.Thelander Consulting invite you to an in-depth compensation discussion followed by a networking reception. Wilson Sonsini partners Martin Luff and Fleur Benns – joined by Jody Thelander (Founder & CEO, J.Thelander Consulting) and Heather Preston (Senior Advisor, TPG) – will share real-time global compensation data, trends, and analysis for privately held life science and tech companies. We will examine all aspects of compensation and planning, as well as legal strategies covering your current and future needs, including: 
Speaking Engagements
ABA Section of Taxation 2025 May Meeting
The May Tax Meeting is the Section’s largest and the premier event for lawyers interested in all aspects of tax law.  Join us in Washington, D.C. to learn from and meet with the country's leading tax attorneys and government officials, discussing the latest federal, state, and local tax policies and more.
Affiliated Programs
West Coast NextGen VC Forum
LaunchBio’s NextGen VC Forum is the premier event for venture capital professionals to deepen their knowledge of the life science and biotech sectors while building meaningful connections across the industry. The forum features expert led sessions that offer practical insights into evaluating, supporting, and scaling science-backed startups. Networking is built into the program to help participants expand their reach and grow their networks. Co-created with LaunchBio, the half-day forum includes a networking lunch, three interactive one-hour sessions, and a closing happy hour.
Affiliated Programs
NextGen VC Forum - NYC 2024
LaunchBio’s NextGen VC Forum is the premiere event for mid-level venture capital associates to expand their skills and expertise while growing their network. Attendees benefit from curated education sessions from industry leaders to supplement existing expertise. Networking is essential in sourcing deals and one of the primary roles for associates, we’ve built it into the program for participants to be able to walk away with new life science and biotech contacts. The half-day forum created with Wilson Sonsini includes a networking lunch, three one-hour sessions, and a happy hour.
Speaking Engagements
Tax Strategies for Corporate Acquisitions, Dispositions, Spin-Offs, Joint Ventures, Financings, Reorganizations & Restructurings 2024
Wilson Sonsini partner David Strong will be appearing on the panel, "Interesting Corporate Transactions of the Past Year" which will review recent M&A transactions. After completing this session, participants will be able to:
View All
Events
Speaking Engagements
ABA Section of Taxation 2026 May Meeting
The May Tax Meeting is the Section’s largest and the premier event for lawyers interested in all aspects of tax law. Join us in Washington, DC to learn from and meet with the country's leading tax attorneys and government officials, discussing the latest federal, state, and local tax policies and more.
Affiliated Programs
A Conversation About Private Company Compensation
Wilson Sonsini and J.Thelander Consulting invite you to an in-depth compensation discussion followed by a networking reception. Wilson Sonsini partners Martin Luff and Fleur Benns – joined by Jody Thelander (Founder & CEO, J.Thelander Consulting) and Heather Preston (Senior Advisor, TPG) – will share real-time global compensation data, trends, and analysis for privately held life science and tech companies. We will examine all aspects of compensation and planning, as well as legal strategies covering your current and future needs, including: 
Speaking Engagements
ABA Section of Taxation 2025 May Meeting
The May Tax Meeting is the Section’s largest and the premier event for lawyers interested in all aspects of tax law.  Join us in Washington, D.C. to learn from and meet with the country's leading tax attorneys and government officials, discussing the latest federal, state, and local tax policies and more.
Affiliated Programs
West Coast NextGen VC Forum
LaunchBio’s NextGen VC Forum is the premier event for venture capital professionals to deepen their knowledge of the life science and biotech sectors while building meaningful connections across the industry. The forum features expert led sessions that offer practical insights into evaluating, supporting, and scaling science-backed startups. Networking is built into the program to help participants expand their reach and grow their networks. Co-created with LaunchBio, the half-day forum includes a networking lunch, three interactive one-hour sessions, and a closing happy hour.
Affiliated Programs
NextGen VC Forum - NYC 2024
LaunchBio’s NextGen VC Forum is the premiere event for mid-level venture capital associates to expand their skills and expertise while growing their network. Attendees benefit from curated education sessions from industry leaders to supplement existing expertise. Networking is essential in sourcing deals and one of the primary roles for associates, we’ve built it into the program for participants to be able to walk away with new life science and biotech contacts. The half-day forum created with Wilson Sonsini includes a networking lunch, three one-hour sessions, and a happy hour.
Speaking Engagements
Tax Strategies for Corporate Acquisitions, Dispositions, Spin-Offs, Joint Ventures, Financings, Reorganizations & Restructurings 2024
Wilson Sonsini partner David Strong will be appearing on the panel, "Interesting Corporate Transactions of the Past Year" which will review recent M&A transactions. After completing this session, participants will be able to:
View All
Gregory P. Broome
Partner
San Francisco
Greg's tax practice includes experience in M&A, IPOs, and renewable energy and project development and finance.
  • Tax
View Profile
Emma Game
Partner
London
Emma Game is a partner in the London office of Wilson Sonsini Goodrich & Rosati, where she is a member of the firm’s tax practice. Emma advises on all areas of tax law, including structuring and other tax aspects of M&A, joint ventures, demergers, and IPOs; standalone tax advisory work such as group reorganisations; and tax enquiries and disputes.
  • Tax
View Profile
Myra A. Sutanto Shen
Partner
Palo Alto
Myra is a partner in the firm’s tax practice and represents clients in connection with federal income tax planning for a variety of corporate transactions in domestic and cross-border settings.
  • Tax
View Profile
Derek E. Wallace
Partner
Seattle
Derek Wallace is a partner in the tax practice of Wilson Sonsini Goodrich & Rosati. His practice covers a variety of corporate, partnership, and international tax matters, including domestic and cross-border mergers, acquisitions, divestitures, restructurings, financings, and the formation and operation of limited liability companies and partnerships.
  • Tax
View Profile
Jonathan Zhu
Partner
Palo Alto
Jonathan Zhu has a general federal income tax practice, and advises on taxable and tax-free mergers and acquisitions, various private equity transactions, and an array of capital markets matters.
  • Tax
View Profile
Nicole Gambino
Senior Of Counsel
San Francisco
Nicole Gambino is Senior Of Counsel in the San Francisco office of Wilson Sonsini Goodrich & Rosati and a member of the firm’s energy and climate solutions practice. She specializes in tax matters related to project finance, with a focus on renewable energy and infrastructure assets. Her clients include developers of solar, wind, and energy storage facilities. Nicole has also represented financial institutions and other investors that finance utility-scale wind, solar, geothermal, and biomass facilities, as well as investors in new market tax credit transactions. She has extensive experience utilizing a variety of structures to finance these assets, has worked on numerous cutting-edge deals, and has advised clients more broadly in their debt financings, initial public offerings, and mergers and acquisitions.
  • Energy and Climate Solutions
View Profile
Andrew Bryant
Senior Counsel
Seattle
Andrew Bryant is senior counsel in the Seattle office of Wilson Sonsini Goodrich & Rosati, where his practice focuses on federal partnership and corporate taxation matters related to technology and life sciences companies. He has significant experience in advising public and private companies regarding tax matters in mergers and acquisitions, emerging company formation and planning, equity and debt financings, initial public offerings, and corporate restructurings. More recently, Andrew has devoted a significant portion of his practice to tax issues related to renewable energy and project development and tax equity financings.
  • Tax
View Profile
Joy Cheng
Of Counsel
New York
Joy Cheng is Of Counsel in the New York office of Wilson Sonsini Goodrich & Rosati, where her practice focuses on the U.S. federal income tax aspects of mergers and acquisitions, corporate restructurings, and financing transactions. She advises public and private companies, private equity sponsors, and investors on the structuring and tax implications of cross-border and domestic deals.
  • Tax
View Profile
Anjali Krishnan
Associate
Seattle
Anjali Krishnan is an associate in the Seattle office of Wilson Sonsini Goodrich & Rosati, where she supports public and private companies in a broad range of tax issues involved in domestic and cross-border transactions. She helps clients with tax issues relating to mergers and acquisitions, corporate restructurings, debt financing, and equity offerings.
  • Tax
View Profile
Emma Nel
Associate
London
Emma Nel is an associate in the London office of Wilson Sonsini Goodrich & Rosati, where she is part of the firm’s tax practice. Emma advises on a broad range of UK tax matters, with a particular focus on the UK tax aspects of M&A transactions and advising UK companies expanding to the U.S. She has also worked on various tax advisory projects, tax structuring, and tax compliance queries more generally.
  • Tax
View Profile
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People
Gregory P. Broome
Partner
San Francisco
Greg's tax practice includes experience in M&A, IPOs, and renewable energy and project development and finance.
  • Tax
View Profile
Emma Game
Partner
London
Emma Game is a partner in the London office of Wilson Sonsini Goodrich & Rosati, where she is a member of the firm’s tax practice. Emma advises on all areas of tax law, including structuring and other tax aspects of M&A, joint ventures, demergers, and IPOs; standalone tax advisory work such as group reorganisations; and tax enquiries and disputes.
  • Tax
View Profile
Myra A. Sutanto Shen
Partner
Palo Alto
Myra is a partner in the firm’s tax practice and represents clients in connection with federal income tax planning for a variety of corporate transactions in domestic and cross-border settings.
  • Tax
View Profile
Derek E. Wallace
Partner
Seattle
Derek Wallace is a partner in the tax practice of Wilson Sonsini Goodrich & Rosati. His practice covers a variety of corporate, partnership, and international tax matters, including domestic and cross-border mergers, acquisitions, divestitures, restructurings, financings, and the formation and operation of limited liability companies and partnerships.
  • Tax
View Profile
Jonathan Zhu
Partner
Palo Alto
Jonathan Zhu has a general federal income tax practice, and advises on taxable and tax-free mergers and acquisitions, various private equity transactions, and an array of capital markets matters.
  • Tax
View Profile
Nicole Gambino
Senior Of Counsel
San Francisco
Nicole Gambino is Senior Of Counsel in the San Francisco office of Wilson Sonsini Goodrich & Rosati and a member of the firm’s energy and climate solutions practice. She specializes in tax matters related to project finance, with a focus on renewable energy and infrastructure assets. Her clients include developers of solar, wind, and energy storage facilities. Nicole has also represented financial institutions and other investors that finance utility-scale wind, solar, geothermal, and biomass facilities, as well as investors in new market tax credit transactions. She has extensive experience utilizing a variety of structures to finance these assets, has worked on numerous cutting-edge deals, and has advised clients more broadly in their debt financings, initial public offerings, and mergers and acquisitions.
  • Energy and Climate Solutions
View Profile
Andrew Bryant
Senior Counsel
Seattle
Andrew Bryant is senior counsel in the Seattle office of Wilson Sonsini Goodrich & Rosati, where his practice focuses on federal partnership and corporate taxation matters related to technology and life sciences companies. He has significant experience in advising public and private companies regarding tax matters in mergers and acquisitions, emerging company formation and planning, equity and debt financings, initial public offerings, and corporate restructurings. More recently, Andrew has devoted a significant portion of his practice to tax issues related to renewable energy and project development and tax equity financings.
  • Tax
View Profile
Joy Cheng
Of Counsel
New York
Joy Cheng is Of Counsel in the New York office of Wilson Sonsini Goodrich & Rosati, where her practice focuses on the U.S. federal income tax aspects of mergers and acquisitions, corporate restructurings, and financing transactions. She advises public and private companies, private equity sponsors, and investors on the structuring and tax implications of cross-border and domestic deals.
  • Tax
View Profile
Anjali Krishnan
Associate
Seattle
Anjali Krishnan is an associate in the Seattle office of Wilson Sonsini Goodrich & Rosati, where she supports public and private companies in a broad range of tax issues involved in domestic and cross-border transactions. She helps clients with tax issues relating to mergers and acquisitions, corporate restructurings, debt financing, and equity offerings.
  • Tax
View Profile
Emma Nel
Associate
London
Emma Nel is an associate in the London office of Wilson Sonsini Goodrich & Rosati, where she is part of the firm’s tax practice. Emma advises on a broad range of UK tax matters, with a particular focus on the UK tax aspects of M&A transactions and advising UK companies expanding to the U.S. She has also worked on various tax advisory projects, tax structuring, and tax compliance queries more generally.
  • Tax
View Profile
View All

The “qualified small business stock” (QSBS) tax exemption under Section 1202 of the Internal Revenue Code is an extremely valuable tool for non-corporate founders and investors in emerging growth companies. Taxpayers who sell QSBS after more than five years can exclude up to 100 percent of the U.S. federal capital gains tax realized, capped at the greater of $10 million or 10 times the basis of its initial investment, providing a significant benefit to early stockholders. Alternatively, if QSBS is not held for more than five years, but has been held for at least six months, Section 1045 of the Internal Revenue Code 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. For more information about QSBS, check out the following articles:

Understanding Section 1202: The Qualified Small Business Stock Exemption

Alternative Cash Management Strategies Should Not Have an Impact on Qualified Small Business Stock (QSBS) Status

IRS Rules That an Enterprise Cloud Application Software Company Is Engaged in a Qualified Trade or Business for QSBS Purposes

Eligibility of Life Sciences Companies for Qualified Small Business Stock

Qualified Small Business Stock

The “qualified small business stock” (QSBS) tax exemption under Section 1202 of the Internal Revenue Code is an extremely valuable tool for non-corporate founders and investors in emerging growth companies. Taxpayers who sell QSBS after more than five years can exclude up to 100 percent of the U.S. federal capital gains tax realized, capped at the greater of $10 million or 10 times the basis of its initial investment, providing a significant benefit to early stockholders. Alternatively, if QSBS is not held for more than five years, but has been held for at least six months, Section 1045 of the Internal Revenue Code 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. For more information about QSBS, check out the following articles:

Understanding Section 1202: The Qualified Small Business Stock Exemption

Alternative Cash Management Strategies Should Not Have an Impact on Qualified Small Business Stock (QSBS) Status

IRS Rules That an Enterprise Cloud Application Software Company Is Engaged in a Qualified Trade or Business for QSBS Purposes

Eligibility of Life Sciences Companies for Qualified Small Business Stock

Wilson Sonsini’s tax lawyers collaborate on U.S. and UK tax matters for UK companies at all stages of growth. Our practice includes a broad range of transactional tax advice, from early-stage companies looking to set up U.S. operations or seek capital from U.S. investors to Delaware flips/setting up a U.S. holding company, IPOs, and mergers and acquisitions. We also advise on the UK’s Enterprise Investment Scheme (EIS) and Seed Enterprise Investment Scheme (SEIS).

For more information, please see the below articles:

  • Key UK Tax Implications of the Delaware Flip
  • The Non-U.S. Start-Up’s Guide to Navigating the U.S. Tax Implications of U.S. VC Investment
  • Tax Considerations for UK Tech Companies
  • “Would You Please Repeat That in English?” Unpacking the Major Differences in Venture Capital Practices in the UK and the U.S.
UK Tax Expertise

Wilson Sonsini’s tax lawyers collaborate on U.S. and UK tax matters for UK companies at all stages of growth. Our practice includes a broad range of transactional tax advice, from early-stage companies looking to set up U.S. operations or seek capital from U.S. investors to Delaware flips/setting up a U.S. holding company, IPOs, and mergers and acquisitions. We also advise on the UK’s Enterprise Investment Scheme (EIS) and Seed Enterprise Investment Scheme (SEIS).

For more information, please see the below articles:

  • Key UK Tax Implications of the Delaware Flip
  • The Non-U.S. Start-Up’s Guide to Navigating the U.S. Tax Implications of U.S. VC Investment
  • Tax Considerations for UK Tech Companies
  • “Would You Please Repeat That in English?” Unpacking the Major Differences in Venture Capital Practices in the UK and the U.S.
Related Practices
  • Corporate Life Sciences
  • Emerging Companies and Venture Capital
  • Employee Benefits and Compensation
  • Energy and Climate Solutions
  • Finance and Structured Finance
  • Mergers & Acquisitions
  • Private Equity
  • Project Finance and Tax Credit Transactions
  • Special Purpose Acquisition Companies (SPACs)
  • Technology Transactions
Recent Insights
Alerts
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.
Learn More
Alerts
UK Budget 2025: Support for Scale-Ups
Key Takeaways
Learn More
View All
Recent Events
Speaking Engagements
ABA Section of Taxation 2026 May Meeting
The May Tax Meeting is the Section’s largest and the premier event for lawyers interested in all aspects of tax law. Join us in Washington, DC to learn from and meet with the country's leading tax attorneys and government officials, discussing the latest federal, state, and local tax policies and more.
Learn More
Affiliated Programs
A Conversation About Private Company Compensation
Wilson Sonsini and J.Thelander Consulting invite you to an in-depth compensation discussion followed by a networking reception. Wilson Sonsini partners Martin Luff and Fleur Benns – joined by Jody Thelander (Founder & CEO, J.Thelander Consulting) and Heather Preston (Senior Advisor, TPG) – will share real-time global compensation data, trends, and analysis for privately held life science and tech companies. We will examine all aspects of compensation and planning, as well as legal strategies covering your current and future needs, including: 
Learn More
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