Laura McCann Ibrahim , JD, LLM Taxation

Laura spent her first seven years in the tax group of a large corporate firm, then moved to a boutique where she could focus almost entirely on Section 1202 and 1045 work. Her clients are founders, first-50 employees, and angel investors holding stock that either qualifies or arguably qualifies as qualified small business stock. Every engagement starts with a documentation review: issuer-level gross assets at and immediately after issuance, qualified trade or business status, and whether any redemptions during the look-back period contaminate the holding.

A representative case: a founder is exiting in a $180M acquisition and holds 12% of the company in QSBS-eligible founders’ stock from a 2015 issuance. At 100% exclusion that is roughly $21.6M of federal gain excluded under the $10M floor plus the 10x basis cap. Laura gets called in to confirm the company was a C corporation at issuance, gross assets never exceeded $50M through the issuance date, and no material redemptions occurred in the two-year window. She also runs the state-conformity analysis: California disallows the QSBS exclusion entirely, so a California resident still owes roughly $2.6M of state tax on the same gain and may want to stack shares into non-grantor trusts in conforming states before the close.

She reviews content on QSBS qualification, stacking, and the 1045 rollover window.