Regarding section 338 elections:
a. the impact of these elections is to treat stock sales as tax free corporate liquidation for tax purposes
b. how the stock sale price is allocated to the assets owned by the selling corporation is critically important
c. Sellers will prefer to allocate more of the sales price to receivables and inventory
d. at least 50% of the ownership interests in the selling entity must be acquired for any section 338 election to be made