Scope. The legal and tax plumbing of venture capital at both ends of the money: the startup (why the Delaware C-corporation is the default, founder stock and the 83(b) election, Qualified Small Business Stock under Section 1202 and its 2025 overhaul, R&D expensing) and the fund (the limited partnership chassis, management company and GP entities, 3(c)(1) versus 3(c)(7) versus qualifying venture capital funds, the venture capital adviser exemption, ERISA's VCOC exception, feeders and blockers, carried-interest taxation).
What the study covers
- 1Overview: structure is part of the return
- 2The startup: why a Delaware C-corporation
- 3Founder and employee equity
- 4Qualified Small Business Stock (IRC §1202)
- 5The VC fund: chassis and entities
- 6Fund-level regulation that shapes structure
- 7Carried interest and GP taxation
- 8Landmark cases and moments
- 9Pitfalls
- 10How an expert thinks about it