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Series 79: M&A, Tender Offers & Restructuring
Series 79 practice questionmediumStock vs Asset Purchases

Which of the following is a key tax advantage to the buyer in an asset purchase rather than a stock purchase?

  1. AThe buyer obtains a step-up in the tax basis of the acquired assets✓ Correct answer
  2. BThe buyer automatically assumes all of the seller’s liabilities
  3. CThe transaction is always tax-free to the seller
  4. DConsents for contract assignments are never required
Explanation

Why AThe buyer obtains a step-up in the tax basis of the acquired assets

Asset purchases often allow buyers to step up the tax basis of acquired assets, enabling future depreciation deductions. Stock purchases usually do not provide this benefit, making the distinction crucial for structuring deals.

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