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2025-10-10 14:00:00

2 Credits

Master QSBS qualification, exclusion calculations, and transaction strategies under the One Big Beautiful Bill Act’s expanded $75M/$15M limits.

2025-10-10 14:00:00

Master QSBS qualification, exclusion calculations, and transaction strategies under the One Big Beautiful Bill Act’s expanded $75M/$15M limits.

2025-10-10 14:00:00

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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

70,000+

Trusted by Legal Professionals

Course Overview

Mastering QSBS Qualification and Transaction Planning

Participants will learn to evaluate QSBS eligibility, calculate exclusion amounts, and structure transactions under current Section 1202 rules including OB3 changes. These skills enable advisors to maximize client tax benefits on qualifying stock sales.

Key topics that will be covered

What will you learn

Attorneys will learn QSBS qualification requirements, exclusion calculations, pass-through entity rules, and transaction structures under Section 1202 and the One Big Beautiful Bill Act.

What will you gain

Attorneys will gain practical knowledge to advise clients on documenting QSBS eligibility, avoiding disqualifying events, and structuring conversions and reorganizations for maximum tax exclusion.

Qualification Requirements
Stock must be issued by a C Corp meeting gross asset limits and active business tests.
Exclusion Calculations
Exclusions are capped at the base amount or ten times basis, whichever is greater.
OB3 Changes
The One Big Beautiful Bill Act raised asset limits and exclusion amounts with new holding periods.
Redemption Rules
Redemptions within specified windows around stock issuances can destroy QSBS treatment entirely.
Pass-Through Entities
Partners must hold interests when QSBS is acquired; contributions into partnerships kill status.
Transaction Structures
Corporate reorganizations preserve QSBS status while partnership transfers generally destroy it.

What will you learn

Attorneys will learn QSBS qualification requirements, exclusion calculations, pass-through entity rules, and transaction structures under Section 1202 and the One Big Beautiful Bill Act.

What will you gain

Attorneys will gain practical knowledge to advise clients on documenting QSBS eligibility, avoiding disqualifying events, and structuring conversions and reorganizations for maximum tax exclusion.

Agenda

Session 1

QSBS Qualification Requirements and Documentation Essentials

Session 2

Calculating and Maximizing QSBS Tax Exclusion Benefits

Break

Scheduled Break for Session Attendees

Session 3

Pass-Through Entities and QSBS Stock Ownership

Session 4

QSBS Transaction Structures and Conversion Strategies

clock 2:00 pm - 2:30 pm EST

QSBS Qualification Requirements and Documentation Essentials

Christopher Steele Brown

Holland & Knight LLP

Mark A. Melton

Holland & Knight LLP

This session covers the foundational requirements for Qualified Small Business Stock under Section 1202, including C Corporation status, original issuance rules, and the critical gross asset value test (now $75M post-OB3). Participants will learn about active business requirements, disqualified businesses, redemption rules, and best practices for maintaining audit-ready documentation throughout the holding period.

Christopher Steele Brown

Holland & Knight LLP

Mark A. Melton

Holland & Knight LLP

clock 2:30 pm - 3:00 pm EST

Calculating and Maximizing QSBS Tax Exclusion Benefits

Christopher Steele Brown

Holland & Knight LLP

Mark A. Melton

Holland & Knight LLP

This session examines how to calculate the QSBS exclusion amount, including the base exclusion limits ($10M pre-OB3, $15M post-OB3) and the powerful 10x basis alternative. Attendees will explore exclusion percentages across different eras, the mechanics of multiple issuances, and how the new three-year and four-year holding periods under OB3 create partial exclusion opportunities with important planning considerations.

Christopher Steele Brown

Holland & Knight LLP

Mark A. Melton

Holland & Knight LLP

clock 3:00 pm - 3:10 pm EST

Scheduled Break for Session Attendees

Christopher Steele Brown

Holland & Knight LLP

Mark A. Melton

Holland & Knight LLP

A brief intermission allowing participants to refresh before continuing with pass-through entity considerations. Use this time to review notes and prepare questions for the remaining sessions.

Christopher Steele Brown

Holland & Knight LLP

Mark A. Melton

Holland & Knight LLP

clock 3:10 pm - 3:40 pm EST

Pass-Through Entities and QSBS Stock Ownership

Christopher Steele Brown

Holland & Knight LLP

Mark A. Melton

Holland & Knight LLP

This session addresses the complexities of holding QSBS through partnerships and S Corporations, including partner-level determinations for the 10x basis calculation and timing requirements for partnership interest ownership. Key topics include carried interest treatment, permitted transfers such as gifts and death transfers, and critical prohibitions on contributing QSBS into partnerships.

Christopher Steele Brown

Holland & Knight LLP

Mark A. Melton

Holland & Knight LLP

clock 3:40 pm - 4:10 pm EST

QSBS Transaction Structures and Conversion Strategies

Christopher Steele Brown

Holland & Knight LLP

Mark A. Melton

Holland & Knight LLP

This practical session explores common transaction structures including contributing QSBS to holding corporations, rollover structures, and partnership division pitfalls that can destroy QSBS status. Participants will learn strategies for converting LLCs into QSBS structures, including Section 351 considerations, liability issues under Section 357(c), and business purpose requirements under Section 269.

Christopher Steele Brown

Holland & Knight LLP

Mark A. Melton

Holland & Knight LLP

01 05
Prev
Next

speakers

Joe Ervin

The Law Firm for Truck Safety, LLP
A Partner at The Law Firm for Truck Safety. He focuses exclusively on cases involving commercial motor vehicle crashes and wrongful death. Joe also holds a valid class “A” commercial driver’s license with endorsements for double/triple trailers and tankers.

Education & Credentials

A 2013 graduate of the Gerry Spence Trial Lawyers College in Dubois, Wyoming, Joe is rated AV Preeminent™ by Martindale-Hubbell — the highest peer rating for exceptional legal ability and ethics. He is among the first nine attorneys nationwide to earn board certification in Truck Accident Law from the National Board of Trial Advocacy.

Recognition & Leadership

Joe received the Roadway Safety Award from the American Association for Justice (AAJ) for his commitment to improving highway safety.
 He currently serves as Co-Chair of the Academy of Truck Accident Attorneys (ATAA) Safety Committee, advocating for higher safety standards across the trucking industry.

Professional Involvement

Joe serves on the faculty of the AAJ Advanced Trial Advocacy College: Litigating Truck Collision Cases (2015 & 2024).
 He is an active member of AAJ’s Trucking Litigation Group and sits on the Board of Regents for the Academy of Truck Accident Attorneys.

Experience

Joe frequently consults and co-counsels on complex commercial truck cases. His proven track record includes numerous successful trials against motor carriers and truck leasing companies — delivering justice for victims of commercial vehicle accidents.

Kevin Foley

Reminger Co
A Partner at The Law Firm for Truck Safety. He focuses exclusively on cases involving commercial motor vehicle crashes and wrongful death. Joe also holds a valid class “A” commercial driver’s license with endorsements for double/triple trailers and tankers.

Education & Credentials

A 2013 graduate of the Gerry Spence Trial Lawyers College in Dubois, Wyoming, Joe is rated AV Preeminent™ by Martindale-Hubbell — the highest peer rating for exceptional legal ability and ethics. He is among the first nine attorneys nationwide to earn board certification in Truck Accident Law from the National Board of Trial Advocacy.

Recognition & Leadership

Joe received the Roadway Safety Award from the American Association for Justice (AAJ) for his commitment to improving highway safety.
 He currently serves as Co-Chair of the Academy of Truck Accident Attorneys (ATAA) Safety Committee, advocating for higher safety standards across the trucking industry.

Professional Involvement

Joe serves on the faculty of the AAJ Advanced Trial Advocacy College: Litigating Truck Collision Cases (2015 & 2024).
 He is an active member of AAJ’s Trucking Litigation Group and sits on the Board of Regents for the Academy of Truck Accident Attorneys.

Experience

Joe frequently consults and co-counsels on complex commercial truck cases. His proven track record includes numerous successful trials against motor carriers and truck leasing companies — delivering justice for victims of commercial vehicle accidents.

Grant H. Lawson

The Law Firm for Truck Safety, LLP
A Partner at The Law Firm for Truck Safety. He focuses exclusively on cases involving commercial motor vehicle crashes and wrongful death. Joe also holds a valid class “A” commercial driver’s license with endorsements for double/triple trailers and tankers.

Education & Credentials

A 2013 graduate of the Gerry Spence Trial Lawyers College in Dubois, Wyoming, Joe is rated AV Preeminent™ by Martindale-Hubbell — the highest peer rating for exceptional legal ability and ethics. He is among the first nine attorneys nationwide to earn board certification in Truck Accident Law from the National Board of Trial Advocacy.

Recognition & Leadership

Joe received the Roadway Safety Award from the American Association for Justice (AAJ) for his commitment to improving highway safety.
 He currently serves as Co-Chair of the Academy of Truck Accident Attorneys (ATAA) Safety Committee, advocating for higher safety standards across the trucking industry.

Professional Involvement

Joe serves on the faculty of the AAJ Advanced Trial Advocacy College: Litigating Truck Collision Cases (2015 & 2024).
 He is an active member of AAJ’s Trucking Litigation Group and sits on the Board of Regents for the Academy of Truck Accident Attorneys.

Experience

Joe frequently consults and co-counsels on complex commercial truck cases. His proven track record includes numerous successful trials against motor carriers and truck leasing companies — delivering justice for victims of commercial vehicle accidents.

Christopher Steele Brown

Holland & Knight LLP

Mark A. Melton

Holland & Knight LLP

Christopher Steele Brown

Holland & Knight LLP

Tax partner focusing on transactional tax matters with particular emphasis on closely held companies, partnerships and S-Corporations. For over fifteen years he has been advising clients regarding the use of Section 1202 qualified small business stock.

Experience

Over fifteen years of experience advising clients on Section 1202 qualified small business stock. Advises private equity and search fund clients on tax issues related to acquisitions and exit transactions. Represents executives and employers in compensation planning including stock options, equity compensation, bonus rights and deferred compensation. Advises business and real estate clients on state tax issues with emphasis on Washington state excise and sales tax.

Christopher Steele Brown

Holland & Knight LLP

Tax partner focusing on transactional tax matters with particular emphasis on closely held companies, partnerships and S-Corporations. For over fifteen years he has been advising clients regarding the use of Section 1202 qualified small business stock.

Experience

Over fifteen years of experience advising clients on Section 1202 qualified small business stock. Advises private equity and search fund clients on tax issues related to acquisitions and exit transactions. Represents executives and employers in compensation planning including stock options, equity compensation, bonus rights and deferred compensation. Advises business and real estate clients on state tax issues with emphasis on Washington state excise and sales tax.

Mark A. Melton

Holland & Knight LLP

Tax partner focusing on federal income taxation issues related to domestic and international transactions of private equity and hedge funds, as well as other investment partnerships, joint ventures, REITs and operating businesses.

Professional Involvement

Co-chair of the Tax, Executive Compensation and Benefits Practice Group at Holland & Knight.

Experience

Serves as co-chair of the Tax, Executive Compensation and Benefits Practice Group. Assists clients with investment fund formation, mergers and acquisitions, real estate investment and development, and financial instruments and derivatives. Experienced in complex partnership allocations, inbound and outbound cross-border investments, and investments by sovereign wealth funds, tax-exempt entities, international organizations and other institutional investors. Advises on Section 1202 qualified small business stock (QSBS) issues.

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Price varies based
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Ability to Ask Questions During
the Presentation via a Chat Box
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Exclusive Partner Webinars & Events
Special credits (Ethics, Elimination
of Bias, etc.)
Instant Certificates After Completion
Personalized CLE Platform
Live Conferences
Bootcamps

Why Attend

Why this 
program matters

Mastering QSBS under Section 1202 is critical for practitioners advising startup founders and investors on structuring transactions that can yield millions in tax-free capital gains.
$152B
Total QSBS exclusion claims filed between 2012-2022 according to U.S. Treasury Department research published January 2025.
74%
Of QSBS excluded gains were claimed by individual filers with incomes over $1 million per Treasury Department study of 2012-2022 tax returns.
$81B
Estimated 10-year federal revenue cost of the QSBS exclusion from 2026-2035 according to Yale Budget Lab analysis.
~12
Known IRS private letter rulings issued on Section 1202 qualified trade or business issues since 1993, highlighting limited authoritative guidance.

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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.  

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