338(a)(1) shall be treated as having sold all its assets at the close of the acquisition date at fair market value in a single transaction, and 338(a)(2) shall be treated as a new corporation which purchased all the assets referred to in paragraph one as of the beginning of the day after the acquisition date. IRC Section 338 allows a deemed sale election generating immediate taxation to the target corporation and a stepped-up or stepped-down basis to the price paid by the acquiring corporation for the target corporation stock plus liabilities on the deemed sale.

Examine the benefits of IRC Section 338 liquidation election for a target corporation and create a scenario that would demonstrate a favorable Section 338 liquidation election for a target corporation.