Hi everyone,

My business partner and I are currently on the verge of submitting a LOI to a company which would be a great fit for us. The company is a C-Corp and they want to do a stock sale of the business because it would benefit the owner with the amount of taxes he would have to pay. I've completed some basic research and from my understanding the buyer company (New Co.) would not be able to amortize any goodwill which would increase the companies tax burden unless the seller (target) and buyers agree to a stock purchase under section 338(h###-###-#### From my understanding, this allows a buyer to complete a stock purchase of a company but it's basically treated as an asset sale, which would benefit the buyers greatly because goodwill then be able to be amortized.

Does anyone have any sources, contacts, experience, and/or insights with this type of purchase? Any type of help would be tremendously appreciated.

Thank you!