Section 338(h)(10) of the Internal Revenue Code can provide significant tax benefits to a buyer of 80% or more of a target corporation.  A 338(h)(10) election allows a buyer of stock of an S corporation or a corporation within a consolidated group to treat the transaction as an acquisition of 100% of the assets of the target for tax purposes.  The deemed asset sale for tax purposes increases the tax basis of the target’s assets which can significantly reduce the buyer’s future taxable income.

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Photo of Harry J. Friedman Harry J. Friedman

Harry J. Friedman has a wide-ranging experience in the area of general business tax planning, including the formation of joint ventures, limited partnerships and limited liability companies, consolidated tax returns, and mergers and acquisitions of both private and public corporations. In addition, Harry…

Harry J. Friedman has a wide-ranging experience in the area of general business tax planning, including the formation of joint ventures, limited partnerships and limited liability companies, consolidated tax returns, and mergers and acquisitions of both private and public corporations. In addition, Harry provides advice and counseling to tax exempt organizations including hospitals, private schools, and scientific research organizations on maintaining tax-exempt status, unrelated trade or business income issues, and joint ventures as well as corporate governance issues.

Photo of John F. Prusiecki John F. Prusiecki

John F. Prusiecki focuses his practice on tax structuring matters, including structuring and restructuring of entities, capital structures, financial matters, mergers and acquisitions, and private equity transactions. John is experienced with management and other leveraged buyouts, mergers, acquisitions and dispositions; private equity funds;

John F. Prusiecki focuses his practice on tax structuring matters, including structuring and restructuring of entities, capital structures, financial matters, mergers and acquisitions, and private equity transactions. John is experienced with management and other leveraged buyouts, mergers, acquisitions and dispositions; private equity funds; general structurings of entities and capital; recapitalizations and other restructurings; structurings of and into LLCs, partnerships and S corporations; various pass-thru matters; bankruptcy and insolvency; international transactions and matters, including foreign income, foreign persons, cross-border mergers and acquisitions, offshore income accumulation, inversions, repatriations, and related matters; IPOs, private placements and other raising of capital; financial products; consolidated return issues; partnership allocation and other matters; real estate transactions; real estate investment trusts; insurance companies and products; refinancings; and  settlement trusts.

Prior to joining the firm, John spent 10 years as a sole practitioner, where he mainly counseled and provided tax structuring advisory services. Prior to that, he spent 28 years with a Chicago-based multinational law firm.

Photo of Noam Lipshitz Noam Lipshitz

Noam Lipshitz focuses his practice on U.S. federal income tax matters, with an emphasis on corporate and partnership transactions. He is experienced handling the tax aspects of mergers and acquisitions, investment partnerships, joint ventures, debt and equity restructurings and securities offerings. His clients…

Noam Lipshitz focuses his practice on U.S. federal income tax matters, with an emphasis on corporate and partnership transactions. He is experienced handling the tax aspects of mergers and acquisitions, investment partnerships, joint ventures, debt and equity restructurings and securities offerings. His clients include private equity funds, venture capital funds, private and public companies, REITs, individuals and tax-exempt organizations.