Monthly Archives: April 2019

Startups Discover the Allure of the C Corporation

The individual income tax-rate cuts of the 1980s helped make LLCs the default business structure for startups – but the 2017 reduction in corporate tax rates, coupled with the capital gains tax rate increases in the 2010s, have changed the dynamic.  

As last week’s Wall Street Journal explains in “Startups Discover the Allure of the C Corporation,” in some circumstances the ‘C’ structure creates potential tax benefits for entrepreneurs and their investors:  

For years, Mr. Bisges started ventures using limited-liability companies, known for their flexibility and tax advantages. But when Mr. Bisges and his nephew, Aaron, started planning StillFire Brewing, their accountant suggested the C corporation.

Mr. Bisges is pinning this part of his business plan on Section 1202 of the Internal Revenue Code, an underused provision expanded under Mr. Obama, and one that is gaining new attention after the 2017 Tax Cuts and Jobs Act made it more attractive.

The strategy is particularly advantageous for business founders who expect to start small, keep earnings inside the company, make annual profits and then cash out. If a taxpayer holds C corporation stock for five years and follows the technical rules, capital-gains taxes on a subsequent sale get erased—on gains up to $10 million or 10 times the original investment, whichever is greater.

In a nutshell, the article argues that it may now be tax advantageous for entrepreneurs to realize their profits in the form of long-term capital gains instead of ordinary income because they can exclude from federal income tax 100% of the gain from the sale of qualified small business stock.

LLCs, S-Corps, and C-Corps each offer different advantages and restrictions, and choosing poorly can lead to expensive and difficult changes down the road. There are many complexities and issues to consider and no one right answer. Just as people shouldn’t decide to have children for the tax benefits, we advise founders to not view tax considerations in a vacuum when choosing the legal structure for their businesses.  They need to think hard about the long term goals for the business and seek expert advice on the optimal legal structure.

You can, however, reduce the number of future headaches (and possibly legal bills) if you choose the structure that is most appropriate for both your current situation and your long-term objectives.  Aside from avoiding personal exposure to business liabilities, the main considerations when choosing from among the three structures are tax consequences and corporate governance issues. 

We ourselves have invested in both C’s and LLC’s, and have found the defined governance structure of a C-corp is almost always preferable.  For a more expansive view of our thinking on the subject, we recommend you check out our 2010 white paper, To LLC or Not to LLC.

St. Pete tech firm leads in female leadership

Source:  The St. Pete Catalyst
By:  Margie Manning


Lanny Tucker, CEO, PowerChord, with Stephanie Shreve, vice president of customer success, and Michelle Tipton, vice president of finance.


PowerChord, a St. Pete software company, has bested other technology companies including Google and Microsoft in one key measure.

Following several recent promotions, women account for 40% of the senior management at PowerChord, twice the percentage of female executives in leadership at Microsoft and nearly twice that of women leaders at Google.

The women and men in leadership at PowerChord have different, and complementary, thought processes, said Lanny Tucker, a tech industry veteran who was named CEO at PowerChord in 2016.

“Sometimes us men, we want to jump up and pull the trigger and a lot of action. The women in the team add a different perspective and a very valuable perspective that benefits our customer, our recruitment of personnel and our stature in the community,” Tucker said.

PowerChord develops software-as-a-service that provides brand specific marketing for its clients, companies with hundreds or thousands of dealer distributors or franchisees.

Ballast Point, a Tampa growth capital and venture equity firm, invested $10 million in PowerChord in 2016, a few months after Lanny Tucker joined as CEO.

Since then, PowerChord has grown from 35 employees to almost 80, and as the company grows, it’s important that female leadership grow as well, Tucker said.

“There’s been study after study done. Companies that have a good gender mix have more innovation, more profitability … and they’re more admired,” Tucker said, citing Fortunemagazine’s annual list of the world’s most admired companies.“Companies that are ranked the highest in that group have almost twice as many females in senior leadership positions than the less admired companies.”

PowerChord announced the latest promotions last week. Michelle Tipton was named vice president of finance, and Stephanie Shreve was named vice president of customer success. Both are seven-year veterans of the company. Their promotions came two months after PowerChord named its first female vice president, Nikki Vegenski, who is vice president for marketing and strategy and also a long-time PowerChord employee.

The company named two directors as well : Nicole Clemens as director of people and culture, and Kate Dalley as director of product management.

“These are our leaders of the future. They are going to be people both with PowerChord or other companies that will take on C-level capabilities and functions in the future and we’re really proud of what they do and what they stand for,” Tucker said.

Meet the new members of the PowerChord leadership team

Michelle Tipton served as financial controller as well as accountant and HR specialist with PowerChord for seven years, before she was promoted to vice president of finance.

Traditionally, finance departments focus on historical performance, Tucker said. One of Tipton’s goals in her new role is to use data that reflects PowerChord’s past to help the company move forward.

“The past is all relevant data and it’s really important to have those analytical skills and toolsets, but also how can we expand the current programs and platforms that we’re using to become more of a data-driven team, to support the organization’s strategies moving forward,” Tipton said.

Tipton’s job is taking the next big step, as artificial intelligence and data analytics are transforming the finance function, Tucker said.

“That’s the predictive part, being able to look into the future with the data that we have in the past and be proactive in our decision making, as opposed to just reactive,” he said.

Stephanie Shreve served as PowerChord’s director of partner engagement for seven years before she was named vice president of customer success.

“My focus will be on fostering an environment of customer experience,” Shreve said. “From the moment we start talking to a potential client all the way through to bringing them on board, we want to make that a smooth seamless experience, so they can then offer exceptional customer experience to their customers.”

Prospective clients face a tough decision when considering taking on new business partners, Tucker said.

“That fear, doubt and uncertainty is won over by both metrics and data, it’s won over by past performance and recommendations of current customers. And quite frankly, a large part is personality and trust. Trust is the most important word, and that’s the hallmark that Stephanie is trying to build,” Tucker said.

Nicole Clemens, the new director of people and culture, will drive key functions of human resources and business strategy with a modern perspective built upon creating a collaborative culture and ensuring equality for all employees. Since joining PowerChord in 2015, Clemens has spearheaded instituting paid paternity leave, implemented a company-wide key performance indicators and bonus program, and has coordinated culture events to engage employees.

Kate Dalley, director of product management, is dedicated to providing scalable and efficient solutions to PowerChord’s local and global markets. She is also responsible for assessing ongoing industry needs to ensure the company is providing innovative and transformational SaaS services, while also continuing to define the ongoing evolution of the PowerChord platform.



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