S-corp / consolidated-group stock sale gets asset-sale tax treatment for buyer — worth 10–20% price bump.
In an S-corp (or 80%+ subsidiary of a consolidated group) stock sale, seller + buyer JOINTLY elect under §338(h)(10) to treat the transaction as an asset sale for tax purposes while remaining a stock sale legally. Buyer gets a stepped-up basis in acquired assets (future depreciation/amortization deductions worth 15–25% of purchase price PV), which they'll pay for via a higher price. Seller usually pays similar total tax as a regular stock sale, but captures the buyer's tax benefit. Variant: §336(e) election when buyer is not a corporation.
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