Arash Aminpour

About

Aubrey Payton is an AI-enabled boutique corporate and strategic tax advisory law firm founded by Arash Aminpour to deliver institutional-caliber counsel to founders, executives, investors, and private companies that traditionally lack access to large-firm sophistication without large-firm cost. The firm translates the rigor, deal discipline, and commercial pragmatism of large-firm private equity and M&A practice into a founder-aligned platform designed to help operators build durable companies, execute strategic transactions, and optimize after-tax outcomes. The firm's practice spans corporate and M&A matters, including entity formation, governance, shareholder and operating agreements, buy-side and sell-side transactions, joint ventures, restructurings, and roll-ups; strategic U.S. federal, international, and state and local tax planning, including QSBS and Section 1202 structuring, Subpart F and GILTI analysis, and cross-border planning; private equity, venture capital, and fund formation work for sponsors, investors, and portfolio companies, including SPV structures and capital raises; executive compensation and ERISA matters, including equity incentive design and Section 409A considerations; commercial transactions and technology licensing, including SaaS, intellectual property, and data privacy; and corporate governance and fiduciary advisory work for closely held businesses. Operationally, the firm integrates AI-enabled workflows to enhance speed, consistency, and analytical throughput while preserving the judgment, confidentiality, and quality controls required for high-stakes work. Consistent with that mandate, Aubrey Payton prioritizes fixed-fee and alternative fee arrangements over traditional hourly billing, aligning incentives with client outcomes. The firm's posture is proactive—identifying risks before they crystallize and serving as a strategic partner rather than a reactive service provider. Offices are in Atlanta and Washington, DC.

Practice Areas

Featured Clients

Delve DeeperMerit Financial Advisors

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.
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• QSBS / Section 1202 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.
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• 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.
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Work

• 
  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

Education

• Northwestern University Pritzker School of Law
  LL.M. in Taxation
• Emory University School of Law
  Juris Doctor
• University of South Florida
  B.A. in Political Economy