Arash Aminpour
Corporate Law | Startups & Emerging Companies | Tax Structuring | M&A | Private Equity & VC
About
I am the founder of Aubrey Payton, a boutique corporate and tax law firm with offices in Atlanta and Washington, DC. I advise privately held businesses, founders, executives, and investors on corporate transactions, strategic tax planning, and equity compensation.
My practice integrates transaction execution with tax optimization, helping clients structure ownership, investments, incentives, and exits around their commercial objectives. My work includes domestic and cross-border M&A, international tax planning, QSBS planning, profits interest grants, management incentive arrangements, and executive compensation. I also advise on fund formations, investment structures, and complex partnership and LLC arrangements.
Fellow corporate counsel engage me when transactions or compensation arrangements require specialized tax advice. I serve both as lead transactional counsel and as a collaborating tax specialist, providing targeted guidance or co-counsel support on more involved matters. My approach emphasizes technically rigorous analysis, practical structuring, and clear advice that clients can act on.
Practice areas
- General Corporate > Executive Comp
- Tax Law > Corporate Tax
- Tax Law > Fund Tax Struct
- Tax Law > Transactional Tax
- Investment Funds
- M&A Law
- Tax Law
Featured clients
Services
M&A Counsel - Lead transactional counsel for buy-side and sell-side M&A
Negotiated definitive agreement (APA, SPA, or merger agreement), ancillary closing deliverables, disclosure schedules, and a clean, fully papered closing.
QSBS / Section 1202 Tax Planning and Implementation
Tax structuring to qualify, preserve, and maximize the Section 1202 gain exclusion at entity formation, on subsequent stock issuances, and through pre-exit planning, including analysis of original-issuance requirements, qualified-trade-or-business status, and stacking strategies. Written QSBS qualification memorandum, supporting board and stockholder documentation, and a prioritized implementation roadmap with audit-ready positioning.
Equity Compensation Plan Design and Administration
End-to-end equity incentive planning, including plan adoption, individual grant documentation, Section 409A and ISO compliance, profits-interest design for LLCs, post-termination option administration, and cancellation or settlement of outstanding awards. Equity incentive plan, form grant agreements, board and stockholder consents, Section 83(b) elections where applicable, and tailored employee communications.
Experience
Chief Legal Officer
Delve Deeper
Feb 2022 – Jan 2025
M&A, Tax Attorney
Taft
Nov 2020 – Feb 2022
Tax Attorney
KPMG
Jul 2018 – Nov 2020
LL.M. in Taxation
Northwestern University Pritzker School of Law
Juris Doctor
Emory University School of Law
B.A. in Political Economy
University of South Florida