Taylor Analyzes New QSBS Tax Rules and Their Impact on Corporate M&A in Bloomberg Law

01.13.2026

Stinson LLP Partner Jay Taylor authored an article for Bloomberg Law examining how recently enacted changes to the federal qualified small business stock (QSBS) rules are poised to reshape corporate decision-making, capital formation strategies, and merger-and-acquisition activity beginning in 2026.

In the article, Taylor explains how amendments to Section 1202 of the Internal Revenue Code introduce a tiered eligibility structure that expands capital gains exclusions, lowers effective holding periods, and raises the gross asset threshold for qualifying companies. As Taylor notes, the changes "could fundamentally reshape corporate decision-making in 2026, shift capital formation strategies and exit timing, and lead to more capital investment opportunities as well as greater merger-and-acquisition activity."

Taylor highlights the practical challenges companies and investors may face under a dual-regime system, as shareholders subject to pre-2025 rules coexist with those eligible for enhanced benefits under the new law. The article also explores how QSBS considerations may increasingly influence transaction structures in 2026, including seller rollovers, carve-outs of nonqualifying business activities, and heightened scrutiny of eligibility criteria during due diligence.

Taylor's practice focuses on corporate and financial transactions, with particular emphasis on capital markets, equity financing, hedging transactions, and strategic business structuring.

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