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Apr 24, 2024
12:13:01pm
Pasadena All-American
Sounds like management/owners should be aligned then since mgt are founders.
If a sale of the company is in the cards for the future, then I would probably not make an S-Corp election both because it limits the types of equity you can issue and because many of your potential buyers in the future can't own an S-Corp. So the limited financial benefit you gain by electing S-corp status is offset by the accounting and legal cost of having to do a reorganization of the business (usually an F-Reorg) prior to selling the business in the future. That's just a cost benefit analysis that you would have to go through to see if it's worth it.

Since the employees are founders, I wouldn't screw them over by giving transaction bonuses. I would use profits interests to get them good tax treatment and to motivate everyone to maximize the value of the business with an eye toward a sale.

I would keep cash compensation and annual cash bonuses on the lower side if possible and have everyone rely on the profits interest grants to make good money. This obviously depends on the nature of the business. But if cash bonuses are needed as part of the comp package then I would use straight bonuses based on key performance metrics (or sales commissions if that is the nature of the business). I would not do profit sharing as the idea is to move profits to value, value accruing to the profits interests equity and the more favorable exit sales price and tax treatment.

That's just general advice. There is no wrong answer here.
Pasadena
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Pasadena
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