In an asset sale, the buyer selects specific assets and typically avoids inheriting liabilities. An "asset sale" refers to the acquisition of individual assets and liabilities.Additionally, the gain from a stock sale is usually classified as a capital gain, which is subject to a lower tax rate. Learn the tax implications for each type of sale. Buyers typically prefer structuring acquisitions as asset deals because they receive a stepup in the basis of the acquired assets. In stock sales, the buyer purchases the owner's shares of the corporation. Unlike asset sales, stock sales do not require conveyances of each individual asset. Asset Sale lets buyers choose specific assets and liabilities; Stock Sale doesn't. While an asset sale outshines a stock sale in company structure support, it loses a fair amount of points when it comes to tax implications.