Thank you so much for the advice that does help. The scenario the attorney was actually thinking about was someone handing me a "big check" for all of it - ie

Thank you so much for the advice that does help. The scenario the attorney was actually thinking about was someone handing me a "big check" for all of it - ie all cash deal. I'm not sure from what you wrote, but you seem to indicate that in a cash deal a C-Corp would make a stock sale more attractive and S-corp/LLC would likely be the same and end up with the buyer pushing for an asset sale. BTW - the IP assets are being kept out of the S-corp intentionally to avoid a possible tax bill later if the S-corp needs to be disbanded. (But there are tax advantages in the PRESENT for operating as an S-Corp).