Understanding the Section 338(h)(10) Election (WEBS0538)

Friday, September 22, 2017 | 1:00 PM - 3:00 PM (Registration at 12:30PM) EST |


Master Section 338(h)(10) to achieve tax savings in buy-sell situations. When a taxpayer is ready to purchase a business, he will generally prefer to acquire assets, so as to achieve a stepped-up basis in the assets and increased depreciation and amortization deductions. For various non-tax reasons, however, the taxpayer will often be required to purchase the target's stock, rather than assets. In qualifying situations, a taxpayer may achieve the best of both worlds: A taxpayer who purchases a target's stock for legal purposes may elect under Section 338(h)(10) -- with the cooperation of the seller -- to be treated as having acquired the target's assets for tax purposes. This election can be invaluable to the buyer while also providing benefit to the seller. Presented by business taxation expert, author, and educator Tony Nitti, CPA, MST, this two-hour online CPE webinar provides a thorough deconstruction of the Section 338(h)(10) election, including election mechanics, when the election can be made, and the resulting tax consequences. In addition, Nitti will discuss how to true-up the target for any increase in tax, as well as how to handle installment sales. All tax preparers, accountants, attorneys and financial planners who advise S or C corporation clients will benefit from this practice-oriented seminar. And, to reinforce your understanding and get help on your most pressing issues, you will have opportunities to ask questions directly to Mr. Nitti live via email during the program.


  • Identify opportunities to make a Section 338(h)(10) election
  • Quantify the tax consequences of a Section 338(h)(10) election


Standard Registration: $89 SCACPA Members, $109 Non-Members

Major Topics

  • Understanding why a Section 338(h)(10) election exists
  • Identifying a "qualified stock purchase"
  • Identifying qualifying purchasers
  • Identifying qualifying targets
  • Understanding the tax consequences to seller, seller's shareholders, and buyer
  • Learning when and how to true-up a seller
  • Dealing with the installment sale rules
  • Understanding step-transaction implications
  • Understanding election mechanics
  • Identifying opportunities for Section 336(e) elections 


Course Code:

2.00 Taxation

Field of Study:

Business Learning Institute

Course Type:



Advanced Preparation: