• videocam Live Webinar with Live Q&A
  • calendar_month August 4, 2026 @ 1:00 p.m. ET/10:00 a.m. PT
  • signal_cellular_alt Intermediate
  • card_travel Tax Law
  • schedule 90 minutes

IRC Section 338(h)(10) and 336(e) Election Strategies for Tax Counsel

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About the Course

Introduction

This CLE/CPE course will provide tax counsel with a review of the application, operation, and impact of the Section 338(h)(10) election and utilizing a Section 336(e) step-up election in the disposition of a target corporation. The panel will discuss the contrast between Section 338(h)(10) and 336(e) elections, outline the requirements for qualification, and detail the considerations involved in making the elections. The panel will also provide tax planning strategies to optimize tax benefits and minimize pitfalls in the election under current tax law.

Description

Asset purchases, as opposed to stock purchases, are preferred by buyers. Buying assets allows the purchaser to step up the basis in assets acquired to fair market value, often allowing accelerated depreciation deductions on these assets. On the other hand, sellers prefer a stock sale taxed at capital gains rates and often require a higher purchase price to offset the unfavorable tax consequences of an asset sale.

A 336(e) election permits a purchaser to treat a "qualified stock disposition" as a purchase of the target's assets. Unlike Section 338(h)(10), which is only available to corporations purchasing other corporations, a 336(e) election is useful for partnerships, private equity funds, and individuals. Also, stock dispositions may be aggregated over 12 months rather than in a single disposition to a single corporate purchaser.

A Section 338(h)(10) election allows buyers to treat certain stock purchases as asset purchases for federal income tax purposes. Legally, the purchase remains a stock purchase. Many qualifications must be met by the buyer and seller making the election. For example, the election is only available to sellers who are a U.S. corporate subsidiary or an S corporation. Both the buyer and seller (and all shareholders) must make the election. Ineligible buyers, like partnerships or individuals, may want to consider a Section 336(e) election.

Tax counsel must consider critical differences in the elections when structuring any transaction to qualify for the best tax treatment.

Listen as our panel discusses the benefits and caveats of making elections under Sections 336(e) and 338(h)(10).

Presented By

Brianne N. de Sellier, CPA, J.D., LL.M.
Partner
Crowe LLP

Ms. de Sellier is a partner in the Washington national tax office at Crowe, where she provides federal tax consulting services on a variety of corporate and M&A tax matters. She has more than 12 years of corporate tax experience and is focused on providing services in the areas of mergers and acquisitions, consolidated return regulations and debt modifications/restructuring. Ms. de Sellier regularly provides thought leadership through speaking at conferences, published articles, and leadership roles in external industry organizations and technical advisory councils. She has also appeared as a network television analyst with commentary featured on CNN, HLN, and ABC, including Good Morning America. 

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Angelika Nazarenko
Attorney
Jones Day

Ms. Nazarenko advises clients on tax planning, corporate restructuring, and tax consequences arising in M&A transactions. She regularly counsels clients on tax implications of private and public acquisitions and negotiates tax-related provisions in transaction documents to secure the most tax-efficient results for clients. Ms. Nazarenko also assists clients with tax-related disclosure obligations in Securities and Exchange Commission (SEC) filings such as Form 10-K, Form S-4, and other similar disclosures. Additionally, she frequently counsels clients regarding tax provisions in the One Big Beautiful Bill Act of 2025 (known as the OBBBA). Ms. Nazarenko's practice encompasses the application of complex international tax provisions, including the Foreign Investment in Real Property Tax Act (FIRPTA), branch profits tax, Net CFC Tested Income (formerly known as GILTI), foreign tax credits, base erosion and anti-abuse tax (BEAT), and other cross-border tax regimes.

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Credit Information

  • This 90-minute webinar is eligible in most states for 1.5 CLE credits.

  • CPE credit is not available on recordings.

  • BARBRI is a NASBA CPE sponsor and this 90-minute webinar is accredited for 1.5 CPE credits.

  • BARBRI is an IRS-approved continuing education provider offering certified courses for Enrolled Agents (EA) and Tax Return Preparers (RTRP).


  • Live Online


    On Demand

Date + Time

  • event

    Tuesday, August 4, 2026

  • schedule

    1:00 p.m. ET/10:00 a.m. PT

I. Stock vs. asset purchases and sales

II. Section 338(h)(10) election

III. Section 336(e) election

IV. Structuring concerns and best practices for tax counsel

The panel will cover these and other critical issues:

  • Eligibility requirements for corporations making an election under Section 338(h)(10)
  • The effect of Section 338 elections on tax attributes
  • The benefits and availability of a Section 336(e) election
  • Ensuring that a 336(e) election is not voided due to the nonrecognition of the underlying transaction

Learning Objectives

After completing this course, you will be able to:

  • Identify corporations eligible to make a Section 338(h)(10) election
  • Decide the tax consequences of making an election under 338(h)(10)
  • Ascertain critical differences between 338(h)(10) and 336(e) eligibility requirements
  • Field of Study: Taxes
  • Level of Knowledge: Intermediate
  • Advance Preparation: None
  • Teaching Method: Seminar/Lecture
  • Delivery Method: Group-Internet (via computer)
  • Attendance Monitoring Method: Attendance is monitored electronically via a participant's PIN and through a series of attendance verification prompts displayed throughout the program
  • Prerequisite:

    Three years+ business or public firm experience at mid-level within the organization, preparing complex tax forms and schedules; supervisory authority over other preparers/accountants. Working knowledge of partnership or corporate structure, operating agreements, and shareholder agreements.

BARBRI, Inc. is registered with the National Association of State Boards of Accountancy (NASBA) as a sponsor of continuing professional education on the National Registry of CPE Sponsors. State boards of Accountancy have final authority on the acceptance of individual courses for CPE Credits. Complaints regarding registered sponsons may be submitted to NASBA through its website: www.nasbaregistry.org.

IRS Approved Provider

BARBRI is an IRS-approved continuing education provider offering certified courses for Enrolled Agents (EA) and Tax Return Preparers (RTRP).

BARBRI CE webinars-powered by Barbri-are backed by our 100% unconditional money-back guarantee: If you are not satisfied with any of our products, simply let us know and get a full refund. Contact us at 1-800-926-7926 .