We are engaged to acquire an LLC and the owner insists on a stock transaction.

We want to elect Section 338(H)(10) to treat the deal as an asset purchase.

Seller says fine but if there is any tax impact on the seller for an 338 (H)(10) election, they are going to want an adjustment in price to offset the their tax impact.

Some folks are saying this is standard. Can I get a second (and 3rd, and 4th, and 5th, etc.) opinion?