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Asset Sale vs. Stock Sale: Tax Considerations, Advanced Drafting, and Structuring Techniques for Tax Counsel

Recording of a 90-minute premium CLE/CPE video webinar with Q&A

This program is included with the Strafford CLE Pass. Click for more information.
This program is included with the Strafford CPE+ Pass. Click for more information.
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Conducted on Thursday, February 22, 2024

Recorded event now available

or call 1-800-926-7926

This CLE/CPE course will provide practical guidance on best practices for tax counsel advising clients buying or selling a business and the tax ramifications of structuring the transaction as an asset sale vs. a stock sale. Each structure has distinct advantages and disadvantages, and tax counsel must advise clients on which approach makes the most sense for the client's particular circumstances. Drafting the appropriate purchase and sale documents to reflect the client's intent is critical. The panel will go beyond the basics to offer valuable tools for structuring a business sale transaction with optimal tax results.


The purchase or sale of a business is often a long, drawn-out process, complicated by the different priorities of the buyer and seller. As a general rule, sellers prefer a stock sale, while buyers prefer an asset sale. However, there are circumstances where these general guidelines do not apply.

Tax counsel advising buyers or sellers must understand the tax ramifications of any planned transaction at the outset to structure the deal in the most tax-efficient way possible.

Factors such as the type of entity for sale and whether the target company is part of an affiliated group filing a consolidated tax return impact the provisions in the agreement. Also, certain elections may be available or advisable in a stock sale. Sophisticated analyses regarding purchase price allocations or transfer tax determinations might be necessary for asset sales.

Listen as our experienced panel provides an in-depth exploration into the negotiating and essential drafting techniques of the purchase and sale of a business from the perspective of both buyer and seller.



  1. Seller's considerations in negotiating the transaction
  2. Buyer's considerations in negotiating the transaction
  3. Impact of the target company's characteristics
  4. Impact of elections under IRC 338, 336(e), and Treas. Reg. 1.1502-36(d)
  5. International tax and state/local tax considerations
  6. Contractual protections


The panel will review these and other critical issues:

  • What impact does entity type have on the buyer's and seller's perspective in a sale?
  • What are the circumstances in which an asset sale would benefit a seller?
  • Under what circumstances would a stock sale benefit a purchaser?
  • How to structure an IRC 338(h)(10) compliant document
  • How to properly negotiate and draft tax indemnification provisions in a sale agreement
  • Best practices for negotiating and drafting purchase price allocation in the sale agreement


Mandarino, Joseph
Joseph C. Mandarino

Smith Gambrell & Russell

Mr. Mandarino's practice focuses on corporate, tax and finance law. He is involved with a wide variety of...  |  Read More

Sutanto Shen, Myra
Myra A. Sutanto Shen

Wilson Sonsini Goodrich & Rosati

Ms. Sutanto Shen focuses her practice on tax. She represents public and private companies in connection with federal...  |  Read More

Access Anytime, Anywhere

Strafford will process CLE credit for one person on each recording. CPE credit is not available on recordings. All formats include course handouts.

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