The tax director for Promega Corporation (Promega), was finalizing a deal to buy Ophidian Pharmaceuticals, Inc. (Ophidian), and needed to settle on a deal structure. Given that the consideration paid for Ophidian was going to be primarily cash, the deal would be taxable. The question for her to address was: Should Promega buy the assets or stock of Ophidian? She had to consider the after-tax consequences to Promega and Ophidian from the different deal structures, in order to figure out the optimal deal structure and be well prepared to negotiate. Promega’s chairman and CEO was ready to make the deal happen and a board meeting was on the schedule to discuss the specifics.