Subscribe

Ready to Register?

MyLawCLE All-Access Pass

Best choice

Add the All-Access Pass and get this program —
plus 1,000+ live CLE programs every year.

All specialty & ethics credits included
38 practice areas
New sections: AI & the Law, Practice Management
100s of current and trending legal topics
Nationally recognized and highly experienced presenters
$395 / year — this program included
Register with the All-Access Pass

This program + 1,000+ CLE programs, all year

Or register for just this program

Live Video Broadcast

Live webinar of this one program.
$195 Register

On-Demand Video

Recorded access + self-study credit.
$195 Register

, ,

Section 1202 Qualified Small Business Stock: OBBBA’s Expanded Benefits and Opportunities

The One Big Beautiful Bill Act expanded the Section 1202 exclusion — and multiplied the ways to lose it. Learn to trace QSBS eligibility from issuance through exit, spot redemption and gross-asset traps, and structure fund, rollover, and reorganization transactions that preserve the exclusion.
Register for this program
JOIN PROGRAM

2026-10-22 12:00:00

Mark A. Melton

Holland & Knight LLP

View speakers

Program Details

2026-10-22 12:00:00

2026-10-22 12:00:00

2h CLE Credits

2026-10-22 12:00:00

See credits by state

Mark A. Melton

Holland & Knight LLP

View speakers

Program Details

2026-10-22 12:00:00

Program Details

2026-10-22 12:00:00

Over 1,000+ webinars

2026-10-22 12:00:00

Course Overview

The QSBS Exclusion Just Got Bigger. So Did the Cost of Getting It Wrong

2026-10-22 12:00:00

This is not the Section 1202 you learned. The One Big Beautiful Bill Act (P.L. 119-21, signed July 4, 2025) expanded the qualified small business stock exclusion. The new architecture: a $75 million gross-asset threshold, a $15 million base exclusion amount, and tiered three-, four-, and five-year holding periods. Stock acquired before and after July 5, 2025 now lives under different rules.

Issue stock over the old $50 million limit, and it does not become QSBS after enactment. Redeem from a related party, and you may poison the exclusion. Contribute QSBS to a partnership, and the exclusion is gone. Convert an S corporation, and the route fails. Second closings, carried interest, continuation funds, and “assets-over” transactions each carry their own trap.

You leave with practitioner work product, not a doctrine walk-through. A framework for tracing QSBS eligibility from issuance through exit. A good-asset checklist built on the 80% active business test and Owen v. Commissioner. And structuring guidance for Section 351 incorporations, Section 368 reorganizations, fund rollovers, and LLC-to-C corporation conversions that keep the exclusion intact.

Format

CLE Credit

2h CLE Credits

Level

Intermediate

Length

2

Key topics that will be covered

01
New Section 1202 Architecture
How the $75 million gross-asset threshold, the $15 million base exclusion amount, and the tiered three-, four-, and five-year holding periods apply to pre- and post-OBBBA shares — and why stock issued over the old $50 million limit does not become QSBS after enactment.
02
Gross-Asset and Active-Business Tests
How to measure aggregate gross assets under the contributed-property “forever test” versus “flash test” and parent-subsidiary aggregation, apply the 80% active business test and its look-through and portfolio-stock limits, and classify working capital, real property, software royalties, and start-up expenses as good assets after Owen v. Commissioner.
03
Redemptions and Exclusion Caps
How related-party and other-person redemptions, the 5% value test, and the de minimis exception can poison QSBS, and how the 10X basis limitation, built-in gain in contributed property, prior-year eligible gain reductions, and the Section 1223 tacked holding-period debate cap the exclusion.
04
Pass-Through and Fund Traps
How QSBS gain flows through partnerships, S corporations, RICs, and common trust funds subject to proportionate basis, the Section 1202(g)(3) cap, and the interest-held-at-acquisition requirement — and where second closings, additional partnership interests, and carried interest break the exclusion.
05
Permitted and Fatal Transfers
How gifts, transfers at death, and partnership-to-partner distributions carry the exclusion while partner-to-partnership contributions, warehoused QSBS, continuation funds, and “assets-over” transactions destroy it.
06
Incorporations and Rollovers
How to structure Section 351 and 368 transactions around tacked holding periods and the builtin gain limitation, choose between rolling into a fund partnership and directly into Topco, use partnership divisions under Treas. Reg. § 1.708-1(d)(3), and convert an LLC to a new C corporation under Section 357(c) and Rev. Rul. 84-111 rather than the S corporation route that fails.

Program schedule

clock 12:00 pm - 1:00 pm EST

Qualifying for the Section 1202 Exclusion After the 2025 Tax Act

This session examines how the One Big Beautiful Bill Act (P.L. 119-21, signed July 4, 2025) expanded the Section 1202 qualified small business stock exclusion, how to trace QSBS eligibility from issuance through exit under the qualified small business, active business, and redemption rules, and how the new tiered holding-period and exclusion-cap architecture applies to stock acquired before and after July 5, 2025.

Mark A. MeltonMark A. Melton
clock 1:10 pm - 2:10 pm EST

Preserving QSBS Through Pass-Through Structures, Transfers, and Reorganizations

This session examines how the Section 1202 exclusion is applied and preserved once QSBS is held through partnerships, funds, and holding companies, including partner-level limitations, the transfers that carry the exclusion and the transfers that destroy it, and the incorporation, rollover, and reorganization structures practitioners are using and misusing after the One Big Beautiful Bill Act (P.L. 119-21).

Mark A. MeltonMark A. Melton
Mark A. Melton

Mark A. Melton

Holland & Knight LLP

Mark A. Melton

Mark A. Melton

Holland & Knight LLP

Mark A. Melton is a partner in Holland & Knight’s Dallas office and co-chair of the firm’s Tax, Executive Compensation and Benefits Practice Group. He advises on Section 1202 qualified small business stock (QSBS) issues and on the federal income taxation of domestic and international transactions of private equity and hedge funds, other investment partnerships, joint ventures, real estate investment trusts (REITs), and operating businesses.

Education & Credentials

Mr. Melton earned his J.D., cum laude, from Southern Methodist University Dedman School of Law, an M.S. in Taxation from The University of Texas at Arlington, and a B.B.A., with honors, from The University of Texas at Arlington. He is a certified public accountant (CPA) and a Level II candidate in the Chartered Financial Analyst (CFA) program. He is admitted to practice in Texas and before the U.S. District Court for the Northern District of Texas and the U.S. Tax Court.

Recognition & Leadership

Mr. Melton is recognized in The Best Lawyers in America for Tax Law (2026, 2027) and Corporate Law (2024–2027), in Chambers USA for Tax (2026), and in The Legal 500 USA for Tax – U.S. Taxes (2023, 2025, 2026) and Tax – International Tax (2025). He was named to Lawdragon 500 Leading Global Tax Lawyers (2025) and Texas Super Lawyers (2021–2025). He received the SMU Dedman School of Law Distinguished Alumni Award (2024) and the ABA Pro Bono Publico Award (2022), and he co-chairs Holland & Knight’s Tax, Executive Compensation and Benefits Practice Group.

Professional Involvement

Mr. Melton is a member of the American College of Tax Counsel, the Dallas Bar Association, and the Texas State Bar Association. His firm multimedia on qualified small business stock includes “Assessing Risk and Complexity with QSBS” and “The Power of Qualified Small Business Stock.”

Experience

Mr. Melton’s practice centers on Section 1202 QSBS issues and the federal income taxation of private equity and hedge funds, investment partnerships, joint ventures, REITs, and operating businesses. He assists clients with investment fund formation, mergers and acquisitions, real estate investment and development, and financial instruments and derivatives, and he handles complex partnership allocations, cross-border investments, and investments by sovereign wealth funds and other institutional investors. Before entering private practice, he served as a fund tax manager for a multibillion-dollar international private equity group.
Mark A. Melton

Mark A. Melton

Holland & Knight LLP

Mark A. Melton is a partner in Holland & Knight’s Dallas office and co-chair of the firm’s Tax, Executive Compensation and Benefits Practice Group. He advises on Section 1202 qualified small business stock (QSBS) issues and on the federal income taxation of domestic and international transactions of private equity and hedge funds, other investment partnerships, joint ventures, real estate investment trusts (REITs), and operating businesses.

Education & Credentials

Mr. Melton earned his J.D., cum laude, from Southern Methodist University Dedman School of Law, an M.S. in Taxation from The University of Texas at Arlington, and a B.B.A., with honors, from The University of Texas at Arlington. He is a certified public accountant (CPA) and a Level II candidate in the Chartered Financial Analyst (CFA) program. He is admitted to practice in Texas and before the U.S. District Court for the Northern District of Texas and the U.S. Tax Court.

Recognition & Leadership

Mr. Melton is recognized in The Best Lawyers in America for Tax Law (2026, 2027) and Corporate Law (2024–2027), in Chambers USA for Tax (2026), and in The Legal 500 USA for Tax – U.S. Taxes (2023, 2025, 2026) and Tax – International Tax (2025). He was named to Lawdragon 500 Leading Global Tax Lawyers (2025) and Texas Super Lawyers (2021–2025). He received the SMU Dedman School of Law Distinguished Alumni Award (2024) and the ABA Pro Bono Publico Award (2022), and he co-chairs Holland & Knight’s Tax, Executive Compensation and Benefits Practice Group.

Professional Involvement

Mr. Melton is a member of the American College of Tax Counsel, the Dallas Bar Association, and the Texas State Bar Association. His firm multimedia on qualified small business stock includes “Assessing Risk and Complexity with QSBS” and “The Power of Qualified Small Business Stock.”

Experience

Mr. Melton’s practice centers on Section 1202 QSBS issues and the federal income taxation of private equity and hedge funds, investment partnerships, joint ventures, REITs, and operating businesses. He assists clients with investment fund formation, mergers and acquisitions, real estate investment and development, and financial instruments and derivatives, and he handles complex partnership allocations, cross-border investments, and investments by sovereign wealth funds and other institutional investors. Before entering private practice, he served as a fund tax manager for a multibillion-dollar international private equity group.

Credits by state

AK2.0
AL2.0
AR2.0
AZ2.0
CA2.0
CO2.0
CT2.0
DC2.0
DE2.0
FL2.0
GA2.0
HI2.0
IA2.0
ID2.0
IL2.0
IN2.0
KS2.0
KY2.0
LA2.0
MA2.0
MD2.0
ME2.0
MI2.0
MN2.0
MO2.4
MS2.0
MT2.0
NC2.0
ND2.0
NE2.0
NH120.0
NJ2.0
NM2.0
NV2.0
NY2.0
OH2.0
OK2.5
OR2.0
PA2.0
RI2.5
SC2.0
SD2.0
TN2.0
TX2.0
UT2.0
VA2.0
VT2.0
WA2.0
WI2.0
WV2.4
WY2.0

Upcoming Live Online CLE Broadcasts

Worker Classification in 2026: Advising and Defending While DOL’s New Rule Is Still Only Proposed

September 15, 2026

AI Voice and the TCPA: Bringing and Defending the New Class Actions

September 15, 2026

The Injury Layer of the Revenue-Share Deal: Medical Disqualification Clauses and Post-Eligibility Coverage

September 15, 2026

IEEPA Tariff Refunds After Learning Resources: Recovering the Duties and Litigating the Pass-Through

September 16, 2026

Your Client’s AI Drew a State AG Inquiry: Response and Resolution for Business Counsel

September 16, 2026

Defending AI-Assisted Layoffs: The Algorithm Is Now the Evidence

September 16, 2026

Investigating Witnesses, Parties, and Jurors Online: Ethics Lines and Courtroom-Ready Evidence

September 16, 2026

The Role of Pretrial Services & Probation in Federal Courts (Presented by the Federal Bar Association’s Judiciary Division and the Federal Judicial Law Clerk Committee)

September 16, 2026

Mass Tort Settlement Architecture: Protecting Vulnerable Claimants, Avoiding Distribution Delays, and Reducing Counsel’s Exposure

September 16, 2026

1000+

Live stream programs

24/7

Access to live webinars & recordings

70,000+

Trusted by Legal Professionals

1000+

Live stream programs

24/7

Access to live webinars & recordings

70,000+

Trusted by Legal Professionals

1000+

Live stream programs

24/7

Access to live webinars & recordings

10,000+

Trusted by Legal Professionals

1000+

Live stream programs

24/7

Access to live webinars & recordings

70,000+

Trusted by Legal Professionals

MCLE Credits

Alabama
Approved
2 General
Alaska
Approved
2 General
iOur programs are CLE-eligible through Alaska’s recognition of multi-jurisdictional reciprocity.
Arizona
Approved
2 General
Arkansas
Approved
2 General
California
Approved
2 General
Colorado
Pending
2 General
Connecticut
Approved
2 General
Delaware
Pending
2 General
District of Columbia
No Required
2 CLE Hour(s)
Florida
Approved
2 General Hours
iReceive CLE credit in Florida via attorney submission.
Georgia
Pending
2 General
Hawaii
Approved
2 General
Idaho
Pending
2 General
Illinois
Approved
2 General
Indiana
Approved
2 General
Iowa
Pending
2 General
Kansas
Pending
2 Substantive
Kentucky
Pending
2 General
Louisiana
Pending
2 General
Maine
Pending
2 General
Maryland
No Required
2 CLE Hour(s)
Massachusetts
No Required
2 CLE Hour(s)
Michigan
No Required
2 CLE Hour(s)
Minnesota
Pending
2 General
Mississippi
Pending
2 General
Missouri
Approved
2.4 General
Montana
Pending
2 General
Nebraska
Pending
2 General
imyLawCLE reports attendance to Nebraska on each attorney’s behalf for all programs. Please do not self-report.
Nevada
Approved
2 General
New Hampshire
Approved
120 General minutes
iAs of July 1, 2014, the NHMCLE Board no longer provides pre- or post-approval of courses. Attendees must self-determine whether a program is eligible for credit, and self-report their attendance online at www.nhbar.org, based on qualification provisions of Rule 53.
New Jersey
Approved
2 General
iOur programs are CLE-eligible through New Jersey’s recognition of multi-jurisdictional reciprocity, except for the courses required under BCLE Reg. 201:2
New Mexico
Approved
2 General
New York
Approved
2 General
iOur programs are CLE-eligible through New York’s Approved Jurisdiction Group “B”.
North Carolina
Pending
2 General
North Dakota
Approved
2 General
iOur programs are CLE-eligible through North Dakota’s recognition of multi-jurisdictional reciprocity. Section 1, Policy 1.14
Ohio
Approved
2 General
Oklahoma
Pending
2.5 General
Oregon
Pending
2 General
Pennsylvania
Approved
2 General
Rhode Island
Pending
2.5 General
South Carolina
Pending
2 General
South Dakota
No Required
2 CLE Hour(s)
Tennessee
Approved
2 General
Texas
Approved
2 General
Utah
Pending
2 General
Vermont
Approved
2 General
Virginia
Not Eligible
2 General Hours
Washington
Approved
2 Law & Legal Hours
iReceive CLE credit in Washington via attorney submission.
West Virginia
Pending
2.4 General
Wisconsin
Pending
2 General
Wyoming
Pending
2 General

Alabama

Requirements

The Alabama State Bar MCLE Commission requires attorneys to complete 12 credits, including 1 ethics, by December 31 of each year. All credits must be reported by February 15 of the following year. A maximum of 12 credits, including 1 ethics credit, may be carried over for 1 year only.  

Formats

  • Attorneys can earn unlimited “live” credit through live seminars, live webcasts, and co-sponsored locations with MyLAWCLE-Alabama approved programs
  • Attorneys are limited to 6 credits per compliance period of “online” programs through MyLAwCLE On-Demand programs