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MintzTech Connect: All Things Technology — October 2025

One of the remarkable things about the US economy is the robust nature of startups and emerging companies. These new enterprises drive growth and create jobs, and in turn fuel additional economic activity, creating a multiplier effect on growth. This issue of MintzTech Connect focuses on an important federal tax exemption available for investing in startup enterprises: what is known as Qualified Small Business Stock (QSBS).

The QSBS rules were amended in July and now enable a potentially even greater tax exemption than previously permitted. QSBS generally allows individual founders and investors in certain emerging growth companies that are C corporations to exclude up to the greater of $15 million (previously $10 million) or 10 times the taxpayer’s tax basis in the QSBS from their taxable capital gains upon the sale or exchange of QSBS. Additionally, while a taxpayer must still hold the QSBS for five years to access the full exclusion, under the recent amendment a taxpayer can obtain a partial exemption of 50% of the eligible gain after only three years and a partial exemption of 75% of the gain after only four years.

Our first article: QSBS Benefits Expanded Under OBBBA provides a detailed analysis of the changes to the QSBS rules. It is an excellent primer for understanding the eligibility requirements for QSBS.

Our second article: The Qualified Small Business Stock Issues Affecting Conversion of an LLC into a Corporation provides a deep dive into the tax benefits available when converting an LLC into a C corporation that is issuing QSBS.

Lastly, in our client spotlight we look at how Conductive Ventures used a new approach to seed financing (“Series SAFE Preferred Stock”) to make sure they could immediately start the five-year clock ticking for the tax exemption provided by QSBS.

Be sure to visit our website for emerging companies @ mintzedge.com, and please sign up here to receive email alerts when new articles are posted on MintzEdge.

 

Be safe + be well, 
Dan + Sam


CONTENTS

// QSBS Benefits Expanded Under OBBBA

// The Qualified Small Business Stock Issues Affecting Conversion of an LLC into a Corporation

// Client Spotlight: Conductive Ventures

// MintzTech Connect Team


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Authors

Daniel I. DeWolf

Daniel I. DeWolf

Member / Chair, Technology Practice; Co-chair, Venture Capital & Emerging Companies Practice

Daniel I. DeWolf is an authority on growth companies and serves as Chair of Mintz's Technology Practice Group and Co-chair of the firm’s Venture Capital & Emerging Companies Practice. He has worked on pioneering online capital-raising methods. He also teaches venture capital law at NYU Law School.
Samuel Asher Effron

Samuel Asher Effron

Member / Co-chair, Venture Capital & Emerging Companies Practice

Samuel Asher Effron assists Mintz clients with venture capital and private equity transactions, helping start-ups with legal and business matters. He has clients in a variety of technology sectors, including video gaming, music, virtual and augmented reality, and consumer electronics.