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Showing 6 posts tagged assets.

Asset vs. Stock Purchase: Basic Asset Purchase Agreement Provisions

An asset purchase agreement ("APA") is the heart of an acquisition, the document where the terms of the deal are struck. The terms of an APA will impact, among other things, the actual cost to the buyer, the amount received by the seller and the parties' obligations to each other for possibly years after the consummation of the sale. This post will begin a discussion of the various provisions of an asset purchase agreement and how the terms agreed to can favor one party to a transaction over the other, beginning with a brief look at terms that concern assumed and excluded assets and liabilities. More >

Planning for Incapacity

While an estate plan has obvious uses - i.e., planning for the disposition of estate assets after the death of a testator - some of the lesser-known benefits of a well-written plan are the provisions that provide for both management of assets and instructions for personal care in the event of incapacity. More >

Stock and Asset Sales: Tax Consequences of Each Transaction

As discussed in prior posts, an asset sale transfers only the assets of the business, whereas a stock sale transfers some or all of the ownership interest in the business as well as its obligations and liabilities. In this continuing examination of how to structure a business sale, the next points of consideration are the tax consequences of each transaction and ways they can affect the buyer and seller. These types of structures confer different tax benefits or burdens on each party, so tax treatment is one of the most crucial elements in the sale. More >

Stock and Asset Sales: Preliminary Agreements

Prior posts discussed the basic advantages and disadvantages of structuring a sale of a business as a stock sale or an asset sale, as well as the initial considerations in agreeing to structure a sale as an asset purchase. This series will continue to expand on these types of sales with the next step in the process, the documents by which these sales begin. More >

Asset Purchase: Initial Considerations

A recent post discussed a few generalities on stock purchases and asset purchases. In a basic sense, the characteristics of a stock purchase and of an asset purchase will guide the parties in the earliest stages of negotiation over whether to structure the transaction as a stock or asset deal. This post and posts to follow will expand on certain aspects of both types of deals that the parties may face as negotiations progress, beginning with a few initial considerations for parties negotiating an asset purchase. More >

Understanding Stock Versus Asset Sale Agreements

When purchasing or selling an existing business, both the buyer and the seller must determine whether it is advantageous to structure the transaction as a sale and purchase of the assets of a business ("asset sale") or of the ownership interest of the business (a "stock sale"). Understanding the basic differences between the two is the first step to structuring a deal that is most beneficial to you, whether you are the buyer or the seller. More >

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