If both sides are unfamiliar with how any of this works for tax purposes (and related implications for the purchase agreement) then they need to hire a tax professional with the expertise to assist their respective legal and accounting professionals. I'm available for hire for one party.

In addition, I avoid 338(h)(10) and 336(e) whenever possible for a host of reasons and always go for the F-Reorg route if it's available. In the last decade, I can only think of two times we used 338(h)(10) or 336(e) and it was because of a Seller mandate that made no sense, but it was the only way to get the deal done.

We touched on 338(h)(10) elections in our recent webinar on M&A Tax Structures. Feel free to check it out: redacted