Strategic Guidance on Startup Founder Stock Vesting and Tax Planning, including 83(b) Elections

Daniel H. Weberman New York Business Attorney Portrait
Daniel H. Weberman
March 7, 2024

Client Background: Tech startup in business for a few years with revenue and traction in the marketplace. In exchange for investment from Venture Capital Fund (VC). Founders were to be put on vesting schedules for their stock. 

Case Overview: Daniel was retained to review the mechanics of this transaction on the personal taxation side for the founders. The company itself already had corporate counsel on the VC funding itself. 

Key Tasks & Solutions:

  1. 83(b) Election Review
    1. Assessment of Eligibility: Daniel began by thoroughly assessing the client's eligibility for an 83(b) election. This involved a detailed examination of the client's stock options, vesting schedule, and the fair market value of the underlying shares.
    2. Educating the Client: Understanding the client's level of familiarity with 83(b) elections, Daniel provided a clear and concise explanation of the benefits, risks, and timing considerations associated with making the election.
    3. Customized Strategy: Based on the client's unique situation, Daniel developed a customized strategy for executing the 83(b) election, emphasizing the importance of prompt filing within the specified timeframe.
  2. Founder Stock Document Review
    1. Comprehensive Document Review: Daniel conducted a review of the founder stock documents, including stock purchase agreements, vesting terms, and restrictive covenants.
    2. Identification of Risks and Opportunities: Through this review, potential risks and opportunities related to the founder stock structure were identified. Daniel provided clear explanations of clauses that required attention or modification.
    3. Recommendations for Amendments: In cases where certain provisions were deemed suboptimal or posed potential challenges, Daniel recommended specific amendments to better align with the client's long-term goals and interests.
  3. Tax Planning
    1. Minimizing Tax Liabilities: Leveraging his expertise in tax law, Daniel formulated a comprehensive tax planning strategy to minimize the client's tax liabilities associated with equity compensation.
    2. Future Considerations: Recognizing the dynamic nature of the startup environment, Daniel advised on potential future events, such as funding rounds or exit scenarios, and how these could impact the client's tax position.


Daniel’s strategic guidance empowered the client to make informed decisions regarding their equity structure. The timely execution of the 83(b) election and the strategic amendments to founder stock documents positioned the client for long-term success while minimizing tax implications. The collaboration between the client and Daniel exemplifies the value of proactive legal counsel in navigating complex issues associated with startup equity and taxation.

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