Hi All,

I was under the impression that in an asset purchase, you can depreciate the tangible assets over their useful life and amortize the goodwill over 15 years. On the other hand in a stock purchase, you are basically purchasing a stock that has a indefinite life and hence, you can't amortize it. However, you can offset it when you exit and the company can still depreciate the tangible assets using the pre-acquisition depreciation schedule. In other words, you can't amortize the goodwill and can only take the deduction against it when you sell the company.

But I read a comment on this forum stating that you can write off goodwill in a stock purchase. So, I am a little confused. Could somebody clarify that how tangible asset depreciation and goodwill amortization work in a stock purchase (without using any workarounds such as 338(h)(10))?