Selling Your Business: Asset Sale vs. Stock Sale

*]:pointer-events-auto R6Vx5W_threadScrollVars scroll-mb-[calc(var(--scroll-root-safe-area-inset-bottom,0px)+var(--thread-response-height))] scroll-mt-[calc(var(--header-height)+min(200px,max(70px,20svh)))]" dir="auto" data-turn-id= "request-WEB:fa076bab-9d53-4829-af2b-ce0ab7f1092d-0" data-turn-id-container= "request-WEB:fa076bab-9d53-4829-af2b-ce0ab7f1092d-0" data-testid= "conversation-turn-2" data-turn="assistant"> A $10 million offer for your business sounds great—but how the deal is structured can dramatically change what actually ends up in your pocket. Ian and Jeremy break down the difference between an asset sale and a stock or ownership-interest sale, why buyers and sellers often want opposite things, and how purchase-price allocation, basis, depreciation, liabilities, and capital gains can affect the economics of a transaction. They also discuss situations where a stock sale may be necessary, how a Section 338(h)(10) election can bridge the gap between buyer and seller objectives, and why strategies such as QSBS and ESOP planning require significant lead time. The bigger takeaway: don't wait until an LOI lands on your desk to start planning your exit. Understanding your options years in advance can create significantly more flexibility—and potentially millions of dollars of difference in the final outcome. Key Topics Asset sales vs. stock/ownership-interest sales Why buyers generally prefer asset purchases Why sellers often prefer stock sales Purchase-price allocation and Form 8594 Step-up in basis and depreciation/amortization Goodwill and the 15-year tax amortization period Pre-existing liabilities and warranty exposure Section 338(h)(10) elections Inside vs. outside basis QSBS / Section 1202 opportunities ESOP and Section 1042 planning Why business-sale planning should begin years before an LOI Looking beyond the headline purchase price to after-tax proceeds and replacement cash flow _:empty]:hidden">