Extract to table

The acquisition must occur during a "12-month acquisition period" as defined in IRC § 338(h)(1)

Unlike a general Section 338(g) election, a 338(h)(10) election is a joint election that must be made by both the acquiring corporation and the selling party

" This requirement has several components, each of which must be independently satisfied: The acquiring entity must be a "corporation" for federal income tax purposes

The acquisition must constitute a "purchase" within the meaning of IRC § 338(h)(3)

The identity of the consenting "seller" depends on the target's status: • If the target is a member of a selling consolidated group, the common parent of that group must consent to the election

• If the target is an S corporation, all of the target's shareholders must consent to the election