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KEY TAKEAWAYS

M&A tax modeling software represents each structure as a sequence of deemed steps, then computes the tax consequence of every step for each party. Two structures reaching the same economic result can produce materially different after-tax outcomes.
Purchase price allocation follows the residual method in IRC Section 1060, which assigns consideration across seven asset classes. Both buyer and seller report the allocation on Form 8594.
A stock purchase can be treated as a deemed asset sale through an election under IRC Section 338(h)(10) or Section 336(e). Both require a qualified stock purchase or disposition of at least 80 percent by vote and value.
Net operating losses surviving an ownership change are limited under IRC Section 382 to the value of the loss corporation multiplied by the long-term tax-exempt rate, which the IRS publishes monthly.
Models frequently omit Section 280G excise tax exposure, transaction cost capitalization under Treasury Regulation Section 1.263(a)-5, and state-level treatment, each of which can move net proceeds by a meaningful margin.

Introduction

Tax software models entity structures for M&A by representing each candidate structure as a sequence of deemed steps, then calculating the tax consequence of each step for each party. A stock sale, an asset sale, a stock sale with a Section 338(h)(10) election, and an F reorganization followed by a sale of LLC interests are all modeled as different step sequences applied to the same purchase price. M&A tax modeling software typically outputs seller after-tax proceeds, buyer basis step-up, and the present value of any resulting amortization.

This matters to M&A advisors and transaction CPAs because structure, not price, often determines what each side actually keeps. The same headline number can produce a difference of several percentage points in seller net proceeds depending on which structure is used and how the price is allocated.

Modeling is also where negotiation happens. When a buyer requests a Section 338(h)(10) election, the seller’s tax cost changes, and the gross-up needed to keep the seller whole becomes a priced term rather than a concession.

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What Does M&A Tax Modeling Software Actually Model?

It models the tax consequences of a defined transaction structure, given a purchase price, a purchase price allocation, the parties’ tax attributes, and their entity classifications. The model computes outcomes; it does not select a structure.

The allocation is the foundation. In an applicable asset acquisition, IRC Section 1060 requires the residual method to allocate consideration across seven asset classes, from Class I cash through Class VII goodwill and going concern value.

Class VI covers Section 197 intangibles other than goodwill, and Class VII covers goodwill and going concern value. Anything not absorbed by the earlier classes falls into the residual, which is why goodwill is a function of the allocation rather than an input to it.

Both parties report the allocation on Form 8594, and the reporting is intended to be consistent between them. A model that lets buyer and seller assume different allocations is modeling a dispute, not a deal.

How Does Asset Sale vs Stock Sale Tax Modeling Work?

The two structures differ in what is transferred, how many levels of tax apply, and whether the buyer receives a basic step-up. These three variables account for most of what M&A tax modeling software computes. Asset sale vs stock sale tax modeling isolates those three differences and prices them.

What Changes for the Seller

In an asset sale, gain is computed asset by asset and its character varies across the allocation. Depreciation recapture under IRC Section 1245 converts gain on personal property to ordinary income to the extent of prior depreciation.

For real property, unrecaptured Section 1250 gain is taxed to individuals at a maximum rate of 25 percent rather than the long-term capital gain rate. A model that treats all gain as capital will overstate seller proceeds.

Where the target is a C corporation, an asset sale produces corporate-level tax, and distributing the proceeds produces a second tax at the shareholder level. This is the structural reason C corporation sellers generally resist asset sales.

What Changes for the Buyer

In an asset sale, the buyer takes a cost basis in the acquired assets. Acquired Section 197 intangibles, including goodwill, are amortized ratably over 15 years beginning with the month of acquisition.

That amortization has present value, and quantifying it is the main reason buyers pay more for asset treatment. Transaction tax planning software typically models this as a step-up benefit discounted at an assumed rate.

In a stock sale, the buyer takes a carryover basis in the target’s assets and inherits its tax history, including exposure for prior periods. The anti-churning rules in IRC Section 197(f)(9) can also deny amortization where intangibles were held by a related party before August 10, 1993.

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How Do Deemed Asset Sale Elections Change the Model?

Elections under IRC Section 338(h)(10) and Section 336(e) allow a stock purchase to be treated as a deemed asset sale for tax purposes, giving the buyer a step-up while the transaction remains a stock transfer at law. This is the most consequential switch in most M&A tax modeling software.

Both elections depend on a threshold test. A qualified stock purchase under Section 338 requires the acquisition of at least 80 percent of the target’s stock by vote and value within a 12-month acquisition period. Section 336(e) applies a parallel qualified stock disposition test.

The elections differ in who makes them and when they are available.

A Section 338(h)(10) election is made jointly by the buyer and the seller, and applies where the target is an S corporation or a member of a consolidated or affiliated group. It is made on Form 8023.

A Section 336(e) election is made by the seller, and is available in situations where Section 338(h)(10) is not, including where the purchaser is not a corporation.

A Section 338(g) election is made unilaterally by the buyer and does not eliminate the seller’s stock sale treatment. It therefore produces a second level of tax in most domestic settings, and is used mainly for foreign targets.

The modeling consequence is direct. An election typically increases the seller’s tax cost, and the negotiation is over the gross-up payment that restores the seller to its no-election position. That gross-up is circular, because the payment is itself taxable, so the model has to solve iteratively.

How Are Tax Attributes Such as Net Operating Losses Handled?

Attributes survive a stock sale but are restricted after an ownership change. Overstating them is the most common error in M&A tax modeling software. The controlling limitation is IRC Section 382, and treating a target’s NOL balance as fully usable is one of the most common modeling errors.

An ownership change occurs when the percentage of stock owned by one or more 5 percent shareholders increases by more than 50 percentage points over the lowest percentage owned during a three-year testing period. Most control acquisitions trigger it.

Once triggered, the annual limitation equals the value of the loss corporation immediately before the change multiplied by the long-term tax-exempt rate, which the IRS publishes monthly. The limitation is annual, so a large NOL may take many years to absorb.

Two related provisions apply alongside it. IRC Section 383 imposes a parallel limitation on credits and capital loss carryforwards. IRC Section 384 restricts the use of pre-acquisition losses against built-in gains of an acquired corporation.

Separately, for losses arising in tax years beginning after December 31, 2017, net operating losses generally carry forward indefinitely but can offset no more than 80 percent of taxable income. Models built on pre-2018 assumptions will overstate attribute value.

In an asset sale, the target’s attributes do not transfer to the buyer at all. They remain with the selling corporation and may offset the gain on the sale itself.

How Does the Model Treat Tax-Free and Partially Tax-Free Structures?

Reorganizations under IRC Section 368 allow gain deferral where the statutory and judicial requirements are met, so transaction tax planning software models them as deferral events rather than recognition events. Any cash or other boot received is taxable under IRC Section 356 to the extent of gain.

The main forms are the statutory merger under Section 368(a)(1)(A), the stock-for-stock exchange under Section 368(a)(1)(B), the stock-for-assets acquisition under Section 368(a)(1)(C), and the change in form under Section 368(a)(1)(F).

Two judicial doctrines are codified in the regulations and have to be tested rather than assumed. Continuity of interest under Treasury Regulation Section 1.368-1(e) requires that target shareholders retain a meaningful proprietary interest in the acquiring corporation. Continuity of business enterprise under Treasury Regulation Section 1.368-1(d) requires the acquirer to continue the target’s business or use a significant portion of its assets.

The F reorganization deserves specific mention because it appears in a large share of middle-market deals with S corporation targets. Revenue Ruling 2008-18 addresses the treatment of an S corporation that becomes a qualified subchapter S subsidiary of a new holding company in an F reorganization.

That structure is used to allow a buyer to acquire LLC interests and obtain a basis step-up, while the seller retains rollover equity on a deferred basis. Rollover equity is typically structured to qualify under IRC Section 721 for a partnership acquirer or IRC Section 351 for a corporate acquirer.

Any model treating rollover equity as fully deferred should be checked against those requirements, because a failed rollover converts a deferral into current gain.

Which Items Do M&A Tax Models Most Often Omit?

Five items are omitted often enough to be worth a standing checklist: Section 280G exposure, transaction cost treatment, earnout mechanics, escrow timing, and personal goodwill. Each can move net proceeds measurably.

Most transaction tax planning software handles the first two poorly.

Golden parachute payments. IRC Section 280G imposes a 20 percent excise tax on excess parachute payments and denies the payor a deduction, where change-in-control payments to a disqualified individual equal or exceed three times the individual’s base amount. A private company can avoid this through the shareholder approval exception in Section 280G(b)(5), which requires approval by more than 75 percent of the voting power.

Transaction costs. Treasury Regulation Section 1.263(a)-5 requires capitalization of amounts that facilitate a covered transaction, with a bright-line date rule separating investigatory from facilitative costs. Revenue Procedure 2011-29 provides a safe harbor allowing 70 percent of success-based fees to be treated as non-facilitative and 30 percent capitalized.

Earnouts and installment reporting. Contingent consideration is generally reported under the installment method in IRC Section 453 unless the seller elects out. Recapture income under Sections 1245 and 1250 is recognized in the year of sale regardless of the installment method, and IRC Section 453A imposes an interest charge on deferred tax where obligations exceed $5 million.

Escrows and holdbacks. Amounts held in escrow are typically taxed on the installment method as received, which shifts the timing of the seller’s liability relative to the closing date.

Personal goodwill. Where goodwill is attributable to an individual rather than the corporation, it may be sold separately by that individual. The Tax Court addressed this in Martin Ice Cream Co. v. Commissioner, 110 T.C. 189 (1998). The position depends heavily on the absence of a noncompete or employment agreement binding the individual to the corporation.

How Should State and Local Tax Be Built Into the Model?

State tax should be modeled at the same level of detail as federal tax in any transaction tax planning software, because state treatment can shift net proceeds by several percentage points and does not always follow the federal result. Federal-only models systematically overstate seller proceeds.

Four state issues recur.

Nonconformity with federal elections. Not every state follows a Section 338(h)(10) or Section 336(e) election, which can produce federal deemed asset sale treatment alongside state stock sale treatment.

Apportionment of gain. How gain on an asset sale is sourced and apportioned varies by state, and the treatment often turns on whether the gain is business or nonbusiness income.

Transfer and sales taxes. Asset sales can trigger real property transfer taxes and sales tax on transferred tangible property, subject to occasional sale or casual sale exemptions that differ by state. Stock sales generally do not.

Successor liability and bulk sale rules. Several states impose notice requirements on asset sales and can hold a buyer liable for a seller’s unpaid taxes where the procedure is not followed.

Residency also matters for individual sellers, since the state that taxes the gain depends on residency at closing and on the sourcing rules of the states involved.

How Should the Model’s Output Be Used and Stress-Tested?

Treat the model as a comparison of structures under stated assumptions, and test the assumptions that carry the most weight before relying on the ranking. The purchase price allocation and the discount rate applied to the step-up benefit are usually the two most sensitive inputs.

Five practices improve reliability.

Identify whose perspective the model takes. A seller net proceeds model and a buyer accretion model answer different questions and should not be compared directly.

Run the allocation at a range rather than a point. Shifting consideration between Class V assets and Class VII goodwill changes both seller character and buyer amortization.

Solve the gross-up circularity explicitly where an election is contemplated, and show the iteration rather than a single figure.

Version the model against a dated set of legal assumptions. Recent legislation has changed several provisions relevant to transactions, and a model carried forward from a prior deal may embed superseded rules.

Confirm that the structure has non-tax business purpose. The economic substance doctrine is codified at IRC Section 7701(o). IRC Section 6662 imposes a 20 percent accuracy-related penalty where a transaction lacks economic substance, increased to 40 percent where the relevant facts are not adequately disclosed. That penalty applies without regard to reasonable cause.

Conclusion

M&A tax modeling software builds each entity structure as a sequence of deemed steps and prices the consequences for both parties. Its dependable work is mechanical computation. That includes allocating consideration under the residual method of IRC Section 1060, applying recapture under Sections 1245 and 1250, and amortizing acquired intangibles over 15 years under Section 197. It also includes testing whether an election under Section 338(h)(10) or Section 336(e) is available.

Its weaknesses are consistent. Attribute value is frequently overstated because the Section 382 limitation and the 80 percent taxable income restriction are not applied. Section 280G exposure, transaction cost capitalization, earnout timing, and state treatment are often outside the model entirely.

The structural judgments also sit outside the software. Whether continuity of interest is satisfied, whether personal goodwill exists separate from corporate goodwill, and whether a structure has business purpose beyond tax reduction are legal determinations supported by facts, not outputs of a calculation. Documenting the assumptions, testing the sensitive ones, and confirming the legal conclusions separately is what makes the model usable in a transaction rather than merely persuasive.

Frequently Asked Questions

Can M&A tax modeling software determine the optimal deal structure?

No. It computes after-tax outcomes for structures the user defines, and the choice among them depends on legal availability, negotiating leverage, business purpose, and non-tax terms. The software narrows the comparison; it does not make the determination.

Why does the purchase price allocation matter so much in asset sale vs stock sale tax modeling?

Allocation determines both the character of the seller's gain and the buyer's future amortization. Consideration allocated to Class V assets can generate ordinary recapture income under Sections 1245 and 1250, while amounts in Class VII goodwill produce capital gain for the seller and 15-year amortization for the buyer under Section 197.

When is a Section 338(h)(10) election available?

It is available where a corporation acquires at least 80 percent of a target's stock by vote and value within a 12-month acquisition period. The target must also be an S corporation or a member of a consolidated or affiliated group. The election is made jointly by buyer and seller on Form 8023.

How much of a target's net operating losses survive an acquisition?

The losses survive a stock acquisition, but their annual use is limited under IRC Section 382 following an ownership change. The limitation equals the value of the loss corporation multiplied by the long-term tax-exempt rate, which the IRS publishes monthly. Post-2017 losses are further limited to offsetting 80 percent of taxable income.

How should transaction costs be treated in the model?

Costs that facilitate a covered transaction are generally capitalized under Treasury Regulation Section 1.263(a)-5, with a bright-line date separating investigatory costs from facilitative ones. Revenue Procedure 2011-29 provides a safe harbor permitting 70 percent of success-based fees to be treated as non-facilitative.

Does transaction tax planning software account for state tax?

Coverage varies by product and should be confirmed rather than assumed. Not every state follows federal deemed asset sale elections, apportionment of gain differs across states, and asset sales can trigger transfer or sales taxes that stock sales do not.

What documentation should support a modeled structure?

Record the purchase price, the allocation by asset class, the entity classifications, the tax attributes and any limitations applied, the discount rate used for step-up benefits, the states modeled, and the date and legal assumptions in force. Without that record, the output cannot be reproduced or reviewed as terms change.

3a:T1719f,

KEY TAKEAWAYS

M&A tax modeling software represents each structure as a sequence of deemed steps, then computes the tax consequence of every step for each party. Two structures reaching the same economic result can produce materially different after-tax outcomes.
Purchase price allocation follows the residual method in IRC Section 1060, which assigns consideration across seven asset classes. Both buyer and seller report the allocation on Form 8594.
A stock purchase can be treated as a deemed asset sale through an election under IRC Section 338(h)(10) or Section 336(e). Both require a qualified stock purchase or disposition of at least 80 percent by vote and value.
Net operating losses surviving an ownership change are limited under IRC Section 382 to the value of the loss corporation multiplied by the long-term tax-exempt rate, which the IRS publishes monthly.
Models frequently omit Section 280G excise tax exposure, transaction cost capitalization under Treasury Regulation Section 1.263(a)-5, and state-level treatment, each of which can move net proceeds by a meaningful margin.

Introduction

Tax planning software works well past tax season. It's not just a tool, it's a game-changer for advisors who want to offer truly holistic financial planning.

What Does M&A Tax Modeling Software Actually Model?

How Does Asset Sale vs Stock Sale Tax Modeling Work?

What Changes for the Seller

What Changes for the Buyer

Smarter Tax Planning Starts Here With Our Tax Planning AI Software

AI-powered insights designed to reduce liability and increase financial efficiency.

How Do Deemed Asset Sale Elections Change the Model?

The elections differ in who makes them and when they are available.

A Section 338(h)(10) election is made jointly by the buyer and the seller, and applies where the target is an S corporation or a member of a consolidated or affiliated group. It is made on Form 8023.

A Section 336(e) election is made by the seller, and is available in situations where Section 338(h)(10) is not, including where the purchaser is not a corporation.

How Are Tax Attributes Such as Net Operating Losses Handled?

In an asset sale, the target’s attributes do not transfer to the buyer at all. They remain with the selling corporation and may offset the gain on the sale itself.

How Does the Model Treat Tax-Free and Partially Tax-Free Structures?

Any model treating rollover equity as fully deferred should be checked against those requirements, because a failed rollover converts a deferral into current gain.

Which Items Do M&A Tax Models Most Often Omit?

Most transaction tax planning software handles the first two poorly.

Escrows and holdbacks. Amounts held in escrow are typically taxed on the installment method as received, which shifts the timing of the seller’s liability relative to the closing date.

How Should State and Local Tax Be Built Into the Model?

Four state issues recur.

Apportionment of gain. How gain on an asset sale is sourced and apportioned varies by state, and the treatment often turns on whether the gain is business or nonbusiness income.

Successor liability and bulk sale rules. Several states impose notice requirements on asset sales and can hold a buyer liable for a seller’s unpaid taxes where the procedure is not followed.

Residency also matters for individual sellers, since the state that taxes the gain depends on residency at closing and on the sourcing rules of the states involved.

How Should the Model’s Output Be Used and Stress-Tested?

Five practices improve reliability.

Identify whose perspective the model takes. A seller net proceeds model and a buyer accretion model answer different questions and should not be compared directly.

Run the allocation at a range rather than a point. Shifting consideration between Class V assets and Class VII goodwill changes both seller character and buyer amortization.

Solve the gross-up circularity explicitly where an election is contemplated, and show the iteration rather than a single figure.

Conclusion

Frequently Asked Questions

Can M&A tax modeling software determine the optimal deal structure?

Why does the purchase price allocation matter so much in asset sale vs stock sale tax modeling?

When is a Section 338(h)(10) election available?

How much of a target's net operating losses survive an acquisition?

How should transaction costs be treated in the model?

Does transaction tax planning software account for state tax?

What documentation should support a modeled structure?

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