01
Enterprise SaaS MSAs, SLAs & Data Liability
Drafting customer master subscription agreements, service-level credits, AI/data-training ownership boundaries, SOC-2 vendor addenda, and consequential-damage liability caps.
Corporate, IP & Tax Strategy for Technology, SaaS & Telecom Firms.
Counseling software founders, AI integrators, MSPs, and fiber/wireless infrastructure operators on SaaS enterprise MSAs, IP ownership, venture rounds, and IRC Section 1202 QSBS exits.
Industrial, Supply Chain & Technology ยท Lead Counsel: Reese Serra (P74482), Matt Wozniak, JD / CPA
Sector FocusTechnology, SaaS & Telecom
Lead AttorneysReese Serra (P74482) & Matt Wozniak, JD / CPA
Court VenuesOakland, Macomb, Wayne & Federal Courts
Headquarters125 E. 3rd St, Suite 100, Rochester, MI
When should a technology startup form a C-Corporation for Section 1202 QSBS tax exclusion?
Founders building scalable software, hardware, or technology platforms for an eventual equity exit often form or convert to a domestic C-Corporation early to start the five-year holding period under Internal Revenue Code Section 1202, which can exclude up to 100% of eligible federal capital gains (up to the statutory cap) upon a qualified stock sale.
Core legal architecture for technology, saas & telecom.
Structured entity isolation, commercial contract precision, tax alignment, and courtroom enforcement built for owners and executive teams.
Discuss This Mandate →
02
IRC Section 1202 (QSBS) & Equity Compensation
Combining legal and CPA tax modeling on C-Corp versus S-Corp/LLC formation, 83(b) elections, stock option plans, warrants, phantom equity, and SAFE/convertible note financings.
03
IP Chain-of-Title, Trademarks & Telecom Rights
Securing USPTO trademark registrations, developer invention-assignment agreements, open-source audits, and commercial telecom/fiber master agent and infrastructure contracts.
Controlling statutory framework.
Every operating agreement, acquisition, lease, and litigation strategy is anchored to the Michigan and federal authorities governing technology, saas & telecom.
Statutory & Regulatory Benchmark 01
Internal Revenue Code Section 1202 (Qualified Small Business Stock Exclusion)
Statutory & Regulatory Benchmark 02
Lanham Act Federal Trademark Registration (15 U.S.C. 1051 et seq.)
Statutory & Regulatory Benchmark 03
Michigan Uniform Trade Secrets Act (MCL 445.1901 et seq.)
Principal counsel & trial readiness.
Your matter is led directly by senior attorneys who combine entrepreneurial ownership experience, CPA tax fluency, and decades of Michigan courtroom advocacy.
Founding Attorney & Managing Member ยท Bar P74482Reese SerraSenior Litigation & Trial CounselBrian D. HarrisonAttorney & Certified Public Accountant (JD / CPA)Matt Wozniak
Remote-First Tech Company Registered HQ
Distributed SaaS and technology companies use our Suite 100 downtown Rochester commercial address and Michigan Resident Agent service for LARA, banking, and DUNS verification.
Frequently asked questions: Technology, SaaS & Telecom
Direct answers to the structural, transactional, and litigation questions Michigan owners ask most often.
Does hiring an independent software developer automatically give my company copyright ownership?
No. Under federal copyright law, code written by an independent contractor belongs to the contractor unless signed over through an explicit written invention and copyright assignment agreement.
Can an existing Michigan LLC convert into a C-Corporation to qualify for QSBS?
Yes, an LLC can convert into a C-Corporation to begin the five-year QSBS clock prospectively, provided aggregate gross assets do not exceed the statutory threshold at conversion and active business tests are satisfied.
What liability cap is market-standard in B2B SaaS contracts?
Standard commercial SaaS MSAs typically cap direct liability at 12 months of fees paid prior to the claim, with narrowly negotiated super-caps for willful IP infringement or data-security breaches.
What is the difference between stock options and warrants or phantom stock?
Stock options and warrants grant rights to acquire actual equity shares (triggering voting and statutory minority shareholder considerations), whereas phantom equity pays cash tied to enterprise value or exit proceeds without diluting cap-table governance.