Two M&A legal structures with very different tax outcomes. Stock Sale: buyer acquires the target's stock; inherits all assets, liabilities, and contingent risks; no step-up in tax basis (book write-ups create a DTL but no tax-deductible D&A); single layer of tax to the seller. Asset Sale: buyer acquires specified assets and assumes specified liabilities; tax basis is stepped up to FMV, producing tax-deductible D&A and real cash tax savings; for C-Corp sellers, triggers double taxation (corporate tax on the gain, then shareholder tax on distribution), which makes asset sales unattractive for most sellers. A Section 338(h)(10) election bridges the gap — legal stock sale with asset-sale tax treatment.