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this video will discuss the seller side tax consequences of a cash asset purchase transaction where the seller is a c-corporation for purposes of this video the selling side consists of the target which is the actual seller in the transaction and the shareholders of the target the buying side consists of the corporation buying the target assets in the buyers shareholders in a cash asset transaction the buyer purchases all or substantially all the assets belonging to the Target Corporation after the closing the buyer owns the purchased target assets and has taken over the assumed target liabilities the target uses the purchase price cash to pay off any remaining liabilities in the balance to cash out the target shareholders the target then dissolves from an income tax perspective the buying side typically prefers an asset purchase structure to a stock purchase structure because the buying corporation obtains a stepped-up basis instead of inherits a carryover basis in the target assets m
