Tax Attorney
Delina Yasmeh applies Big Four Mergers and Acquisitions Tax depth to California founders, creators, family-owned enterprises, and high earners, with written Tax Strategy Memoranda, S-corporation election analysis, qualified small business stock planning, and M&A tax structuring.
Get Started →Tax strategy is the analysis that happens before the return is filed.
Most tax returns get filed correctly. The return that gets filed is often not the return that should have been filed. The CPA reconciles the books, applies the deductions you document, and produces a return that is technically correct given the structure in place. The structure is what most business owners have never had evaluated, and the entity choice that determines the marginal rate, the election timing, and the compensation structure between salary and distribution are all upstream of where the CPA works.
The pattern at the firm is consistent. A business owner clearing $400,000 in net income, an LLC taxed as a partnership, no S-corporation election, no retirement plan beyond a Roth IRA, and a CPA filing every return correctly within the structure as it exists. The annual savings from restructuring the entity, electing S-corporation status where it fits, opening a Solo 401(k) with profit sharing, and identifying the deductions the new structure supports typically run $30,000 to $50,000 a year.
California is one of the highest-tax states in the country. Combined federal and California rates for high-income earners can exceed 50% on ordinary income, which makes multi-state residency planning one of the highest-leverage positions available to high earners with the flexibility to choose where they spend time. The legal tools that reduce the number, qualified business income deductions, the California Pass-Through Entity Tax election, and properly structured retirement accounts, are available to every business owner, and most are not using them fully.
Delina works with business owners who want a tax strategy built into their entity structure from the start, not bolted on after three years of overpaying. The deliverable for most engagements is a written Tax Strategy Memorandum tied to the controlling authority, and the firm coordinates with your CPA on the implementation of every recommended change. If you have not evaluated your entity structure for tax efficiency in the last two years, that evaluation is overdue.
Tax strategy for California business owners who make real money.
Tax Strategy Memorandum
The deliverable for most tax engagements is a written Tax Strategy Memorandum addressing your entity structure, income mix, retirement contributions, charitable giving, real estate holdings, multi-state activity, and any planned transactions. Each recommendation is tied to the controlling authority, year-by-year savings are projected against stated assumptions, and substantiation requirements are flagged for every position. The memorandum runs 15 to 40 pages, and most clients save between $10,000 and $100,000 annually after implementation.
S-Corp Election Analysis
Many small-business attorneys file S-corporation elections regardless of income level because the fees are good. The firm does not. For a single-member business under $150,000 in net income, the election is rarely worth payroll setup, ongoing compliance, the California franchise tax, and the audit exposure on reasonable compensation. Where the math supports it, Delina files the election and produces a Reasonable Compensation Memorandum grounded in the controlling authorities. Where it does not, she tells you to wait.
Tax Through the Lifecycle
Tax planning runs from formation through exit, not a one-time engagement. At formation, the entity choice and federal tax election. At growth, the qualified business income deduction, retirement plan strategy, the California Pass-Through Entity Tax election, and cost segregation on real estate. At funding, qualified small business stock analysis. Most business owners have a CPA at each stage and a tax attorney at none. Delina fills that role across the lifecycle.
Qualified Small Business Stock & OBBBA
The structuring decisions that determine whether a founder qualifies for the QSBS gain exclusion at exit are made at the time of stock issuance, years before the sale. The post-OBBBA amendments, effective for stock issued on or after July 4, 2025, raised the per-issuer cap from $10M to $15M and the gross asset test threshold from $50M to $75M. Delina runs the founder-level qualification analysis at issuance so the exclusion is available when the sale comes.
M&A Tax Structuring
The firm’s M&A tax practice draws directly from Big Four engagements valued in the hundreds of millions. The work begins before the letter of intent, with the structural conversation that determines whether the deal is an asset purchase, a stock purchase with a deemed-asset-sale election, or a tax-free reorganization. Delina runs the purchase price allocation, the diligence on the target’s tax positions, and the indemnification framework that bounds post-closing exposure.
State, Local & Multi-State Residency
State and local tax work covers multi-state residency planning, California Pass-Through Entity Tax elections, sales-tax nexus under the post-Wayfair economic nexus rules, and the state-level considerations attached to sales and reorganizations. California is one of the highest-tax states in the country, so multi-state residency planning is one of the highest-leverage positions available to high earners with the flexibility to choose where they spend time.
What most people want to know.
What does a tax attorney for small business do?
A tax attorney advises on how to legally structure your business, income, and transactions to minimize your tax liability. Tax strategy is the work that happens upstream of the return, where most CPAs do not work: the entity choice that determines the marginal rate, the election timing, the compensation structure between salary and distribution that holds up under audit, and the qualified small business stock issuance years before the sale. Unlike a CPA, a tax attorney can also represent you in disputes with the IRS or California FTB.
When should I hire a tax attorney instead of a CPA?
When you are making a significant structural decision: forming an entity, electing S-Corp status, planning a business sale, or modeling a multi-state residency move. The pattern at the firm is consistent. A business owner clearing $400,000 in net income, an LLC taxed as a partnership, no S-election, and a CPA filing every return correctly within the structure as it exists. The CPA is doing the job. The structure is wrong. Restructuring typically saves $30,000 to $50,000 a year, and the firm coordinates with your CPA on implementation.
How much can an S-Corp save on self-employment taxes in California?
An S-Corp allows you to split income between salary (subject to SE tax) and distributions (not subject to SE tax). California adds a 1.5% franchise tax on S-Corp net income that offsets some of the savings. For a single-member business under $150,000 in net income, the election is rarely worth the cost of payroll setup, ongoing compliance, and audit exposure on reasonable compensation. Above that, the savings can be substantial. Delina models the actual breakeven for your income level before recommending the election.
How does a tax attorney coordinate with my CPA?
The firm does not prepare returns, reconcile books, or file extensions. The tax attorney’s role is upstream, the CPA’s role is downstream, and the two are complementary. Each engagement coordinates with your CPA on the implementation of the recommended structure, and the structural recommendations are written to be implemented without further legal coordination beyond the engagement letter. Where you do not yet have a CPA, the firm refers to CPA partners it works with regularly.
Every tax engagement draws on the firm’s adjacent practices.
S-Corp Attorney
The election analysis, the Reasonable Compensation Memorandum, and the recurring federal and California compliance the S-corporation creates.
Read →Mergers & Acquisitions
Asset versus stock structuring, purchase price allocation, and the diligence that determines the tax outcome of a sale, drawn from Big Four M&A tax work.
Read →Entity Structuring Attorney
The entity choice and federal tax election at formation that determine the tax position the company carries forward through growth and exit.
Read →Further reading on tax strategy.
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Ready to stop overpaying?
Tax strategy is not about finding loopholes. It is the analysis that happens before the return is filed, using the legal tools that exist for California business owners and actually using them. Tell us your situation, your entity structure, your income level, and what a real strategy looks like.
Get Started →