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Operator-side legal insights for founders, sponsors, and venture studios. Statute-cited, deal-aware, and current.

Rausa Russo Law, PLLC›Capital›Insights

Rausa Russo Capital is the Venture & Capital Markets Practice of Rausa Russo Law, PLLC. There is no separate legal entity. All matters are handled by Rausa Russo Law, PLLC. Insights are general informational content; they are not legal, tax, or investment advice.

2026-04-30 What Is QSBS and How Do Founders Qualify? Section 1202 lets founders and early investors exclude qualified small business stock gain up to the per-issuer cap. Post-OBBBA framework ($15M / $75M / tiered 3-to-5-year holding) for stock acquired after the 2025 applicable date; legacy $10M / $50M / 5-year framework for earlier stock. The active-business test, gross-asset cap, and the Section 1045 rollover.

IRC § 1202 IRC § 1045 Tax

2026-04-30 What Is a 409A Valuation and When Do I Need One? Stock options must be granted at an exercise price equal to or above fair market value to avoid the punitive tax regime under IRC Section 409A. The three safe harbors at 26 C.F.R. Section 1.409A-1(b)(5)(iv)(B), refresh cadence, and the cost of getting it wrong.

IRC § 409A Equity Governance

2026-04-30 How a SAFE Converts at Series A Post-money SAFE math, valuation cap and discount rate mechanics, dilution incidence on the common and option pool, and why three $1M SAFEs at a $10M cap is not the same as raising $3M at a $10M valuation.

SAFEs Reg D Financings

2026-04-30 The 83(b) Election Explained: Founders, Employees, and Restricted Stock The 30-day statutory deadline under IRC Section 83(b), what an election does, what happens if you miss it, and the post-2025 mailing/portal practice. With the actual mechanics for founders and the option-grant context for employees.

IRC § 83(b) Tax Equity

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