Depending on the scope of the business activities of the purchaser, it may choose not rather, it may choose to sell its newly acquired intangible assets to a third party (for which the purchaser may own a substantial portion of the shares) and receive a license back to use same. Very often, this can be achieved in the most tax-efficient manner by placing ownership of the intangible assets in a holding company that then licenses back the assets for the operating company's use.

For example, the establishment of a Delaware Investment Holding Company (DIHC) provides an excellent framework for this model. Delaware, similar to many other states, imposes a net income tax derived from business activities and a franchise tax based on the number of authorized shares of stock. Any type of income from intangible investments located outside Delaware and received by a DIHC, which is exempt from Delaware's corporate net income tax. [32] Title to the intangible assets typically will be transferred to the DIHC, which subsequently licenses the use of the intangible assets to whichever operating entity the purchaser (normally the party who has dominant ownership and is created the DIHC) desires the assets to be used in exchange for a royalty. [33] Not only is the DIHC exempt from Delaware's income and gross receipts tax, but the royalties received by the DIHC are exempt from Delaware taxes as long as the activities of the DIHC are confined to maintenance and management of intangible assets. [34] The licensee may receive further tax benefits through a deduction for payment of the royalties, depending upon the state or local jurisdiction. [35]

Transactions in which one company has a presence outside the United States can generate more complex tax implications. Pretransaction considerations should include whether any tax treaties exist among the respective nations, U.S. Federal and State tax requirements, and taxation in the foreign jurisdiction. [36]