I have a couple of questions with respect to buying a Canadian business

1. Is there a typical tax percentage for sellers in an asset sale versus stock sale? (assuming long term capital gains taxes for stock sale). As a buyer I lose asset step up benefits and want to look at reducing purchase price for stock sale (which may have its own obvious benefits). Reducing the purchase multiple in the context of seller's tax difference seems to be a better negotiating chip in this deal. I'm looking for a general rule of thumb tax percentages for sellers in an asset versus stock sale scenario.

2. Do we have a structure like 338(h)(10) for Canadian companies if we want to set up a Canada LLC as the acquiring LLC?