Structuring the Business Exit: QSBS Conversions and Deal Tax in 2026

Mark A. Melton, Partner | Holland & Knight LLP

Mark A. Melton is a Partner in Holland & Knight’s Dallas office and co-chair of the firm’s Tax, Executive Compensation and Benefits Practice Group. He focuses on federal income taxation issues arising from domestic and international transactions of private equity and hedge funds, investment partnerships, joint ventures, real estate investment trusts, and operating businesses. He assists clients with investment fund formation, mergers and acquisitions, real estate investment and development, and financial instruments and derivatives, and advises on Section 1202 qualified small business stock issues. Before entering private practice, he served as a fund tax manager for a multibillion-dollar international private equity group.

• Education & Credentials

He earned his J.D., cum laude, from Southern Methodist University Dedman School of Law, an M.S. in Taxation from The University of Texas at Arlington, and a B.B.A., with honors, from The University of Texas at Arlington. He is licensed in Texas, admitted before the U.S. Tax Court and the U.S. District Court for the Northern District of Texas, and is a Certified Public Accountant and a Level II candidate in the Chartered Financial Analyst program.

• Recognition & Leadership

His honors include The Best Lawyers in America guide for Corporate Law (2024-2026) and Tax Law (2026), The Legal 500 USA for tax, Texas Super Lawyers magazine (2021-2025), the Lawdragon 500 Leading Global Tax Lawyers list (2025), the SMU Dedman School of Law Distinguished Alumni Award (2024), the Dallas 500 list of most powerful business leaders in North Texas from D CEO magazine (2021-2024), and the American Bar Association Pro Bono Publico Award (2022).

• Professional Involvement

He is a member of the American College of Tax Counsel, the Dallas Bar Association, and the Texas State Bar Association, and serves in leadership roles with several community service, civic, and political organizations.

• Experience

His representative work includes forming, acquiring, and disposing of domestically controlled REITs, structuring SPAC formations and de-SPAC transactions, restructuring a public hotel company in a going-private transaction, advising on domestic and cross-border mergers and acquisitions, and guiding fund managers, sovereign wealth funds, tax-exempt entities, and other institutional investors on complex partnership allocations, withholding obligations, and unrelated business taxable income issues.

Brian M. Balduzzi, Partner | Holland & Knight LLP

Brian M. Balduzzi is a Partner in Holland & Knight’s Philadelphia and New York offices and a member of the Global Wealth and Family Office Practice Group. He focuses his practice on estate planning, tax planning, charitable planning, business succession, family office services, trust and estate administration, and fiduciary matters for high-net-worth individuals, families, entrepreneurs, executives, fiduciaries, and closely held business owners. His work spans qualified small business stock planning, trust modification and decanting, and advanced vehicles such as spousal lifetime access trusts, intentionally defective grantor trusts, grantor retained annuity trusts, and incomplete non-grantor trusts. Before joining Holland & Knight, he practiced in private client services at an AmLaw 100 firm, where he co-chaired its Family Office Initiative, and held fiduciary strategy roles at a leading trust company advising families with net worth from approximately $25 million to $4 billion.

• Education & Credentials

He earned his LL.M. in Taxation and his J.D. from Boston University School of Law, an MBA from Cornell University, and a B.A. in English and Secondary Education, summa cum laude, from the State University of New York at Geneseo. He is licensed in Florida, Massachusetts, New Jersey, New York, and Pennsylvania, admitted before the U.S. Tax Court, and holds the Certified Financial Planner, Certified Exit Planning Advisor, Accredited Estate Planner, and Impact Philanthropic Advisor designations.

• Recognition & Leadership

His honors include recognition as a Rising Star by Pennsylvania Super Lawyers magazine (2023-2026), the American Bar Association On the Rise Top 40 Young Lawyers Award (2023), Forty Under 40 from City & State Pennsylvania (2023), the Young Leader Award from the Pennsylvania Institute of Certified Public Accountants (2024), and the Young Lawyer’s Chair Award from Boston University School of Law (2024).

• Professional Involvement

He serves on the Council of the American Bar Association Real Property, Trust and Estate Law Section, where he holds multiple committee leadership roles, participates in the American College of Trust and Estate Counsel Mid-Atlantic Fellows Institute (2026), sits on the editorial board of the Journal of Estate and Tax Planning for the National Association of Estate Planners and Councils, and serves on the Pennsylvania Institute of Certified Public Accountants Personal Financial Planning Thought Leadership Committee.

• Experience

His representative work includes drafting complex wills and revocable and irrevocable trusts, developing strategies to minimize income, gift, estate, and generation-skipping transfer taxes, forming and managing single and multifamily offices, advising business owners on succession planning and ownership transfer, representing estates, trustees, and beneficiaries in contested and uncontested matters, preparing private letter ruling requests, and representing individuals in state and federal tax audits.

SESSION 1 – Converting LLCs and Partnerships into QSBS Issuers Under the Post-OBBBA Rules | 1:00pm – 2:00pm

This session covers the mechanics and planning considerations for converting LLC and partnership structures into C corporations eligible to issue Qualified Small Business Stock under the post-OBBBA rules effective July 4, 2025. Attorneys will learn the three primary conversion pathways, the FMV basis rule and its effect on gain exclusion calculations, the holding period tacking trap created by the new tiered exclusion regime, and how to satisfy the original issuance, active business, and gross asset requirements. Attendees leave with a working framework for advising clients on pre-conversion structuring, stacking strategies, documentation standards, and state conformity exposure.

BREAK | 2:00pm – 2:10pm

SESSION 2 – Tax Structures for the Sale of a Closely Held Business | 2:10pm – 3:10pm

This session examines the principal tax structures available when selling a closely held business in the post-OBBBA environment, including asset versus stock deal architecture, personal goodwill planning for C corporation sellers, and earnout characterization. Attorneys will learn how the OBBBA’s permanent restoration of 100% bonus depreciation, the expanded Section 199A deduction, and the raised QSBS exclusion ceiling reshape deal-tax planning for pass-through and corporate sellers alike. Attendees leave with practical frameworks for advising selling owners on structure selection, pre-sale restructuring decisions, and audit-risk mitigation on contested allocations.