hard · Investment Banking ma-lbo

What is the primary valuation impact of a Section 338(h)(10) election in an M&A transaction?

  1. It permanently prevents the buyer from ever using any of the target company's existing Net Operating Losses.
  2. It allows the seller to completely avoid paying all capital gains taxes owed on the sale of the company to the acquiring buyer.
  3. It eliminates any need for Goodwill to ever be recorded on the pro-forma combined balance sheet after the acquisition deal closes.
  4. It allows a stock purchase to be treated as an asset purchase for tax purposes, creating a step-up in basis for the buyer.

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