Mergers and Acquisitions: Asset Sale vs. Stock Sale – Considerations and Structuring (On-Demand)

Course Description

Buying or selling a company can be complex on a number of levels.  One of the initial considerations business owners need to make is the structure of the transaction.  Specifically, should the transaction should be an asset acquisition or stock sale.  Each type of transaction comes with its advantages and disadvantages compared to the other.  The goals and objectives of both the acquirer and the target also play a critical part in deciding the structure of the deal.  A properly drafted purchase agreement addresses important issues related to the transaction and ensures both companies’ objectives are satisfied and risks are allocated agreeably.  In this CLE, we’ll discuss the key differences and similarities between an asset acquisition and stock sale and how those are dealt with in the definitive agreement

Syllabus

1. Overview
   • Stock Sales versus Asset Purchases
   • Common provisions
2. Successor Liability
3. Representations and Warranties
   • Common provisions
   • Provisions for Asset Purchases versus Stock Sales
4. Closing
   • Termination
   • Indemnification
5. Closing Thoughts

Instructor

Len Garza, Esq.