When is an asset deal versus stock deal advantageous from DTL / goodwill tax perspective?

An asset deal is often tax-advantaged for the buyer because it can create tax basis step-ups and deductible goodwill, reducing future cash taxes. A stock deal usually carries over tax basis, so accounting step-ups create DTLs without cash tax benefit. Sellers may prefer stock deals for tax or legal simplicity. The optimal structure balances buyer tax shield, seller tax leakage, transfer taxes, liability assumption, and execution risk.