When negotiating the sale of a corporation, buyers and sellers can choose to structure the transaction as a stock sale or as an asset sale. Sellers and buyers have conflicting interests because these transactions are taxed differently. Stock sales are better for sellers because they get preferential capital gain tax treatment. However, buyers prefer asset purchases since they can reduce the amount buyers owe on taxes by claiming accelerated depreciation/amortization expense. Luckily, a 338 (h) (10) election is beneficial to both parties and can serve as a compromise.