07/22/2026
🏢 Why do buyers push for asset sales instead of stock sales?
Two words: stepped-up basis. Fresh depreciation + leaving liabilities behind can make a huge difference.
In this article, I explain
- Why buyers push for asset sales (stepped-up basis and leaving liabilities behind) and why sellers often resist
- How the residual method allocates purchase price across all seven asset classes, from cash to goodwill
- Why goodwill is often the most valuable—and most misunderstood—asset in a service business sale, including the personal vs. corporate goodwill distinction from Martin Ice Cream Company v. Commissioner.
I also share where I draw the line as a practitioner: I won't prepare a return without a properly documented allocation both parties have agreed to. No exceptions.
If you work with clients on business sales, this one's worth your time:
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