Joint buyer-seller tax election that treats a legal stock purchase as an asset purchase for federal income tax purposes. The buyer gets a step-up in the tax basis of acquired assets (creating tax-deductible D&A on the write-ups — real cash tax savings), while the seller is taxed only once at the corporate level (no shareholder-level second tax). Available primarily for subsidiary sales by C-Corp parents and for S-Corp targets. The PV of the buyer's tax benefits typically allows the buyer to pay a higher headline price, producing a ``win-win'' relative to a plain stock sale.