Corporation tax problem

What was the Congressional intent for a sec.303 redemption? In very general terms, what are the requirements for 303? Describe how an estate that owns stock in a corporation (and qualifies for 303) could realize cash and pay no income tax on the benefit? Assume that you wish to purchase a successful corporation that has been in business for a number of years, and is owned by a family of 6 shareholders. There is little corporate debt, and the assets are primarily substantially appreciated real estate, internally generated patents (-0-basis) and goodwill. You are trying to decide whether to offer to purchase the company as a stock acquisition or an asset acquisition. Discuss the tax and nontax advantages/disadvantages of both a stock acquisition and an asset acquisition. Which would you use and why