How do you structure an asset purchase?

An asset purchase is the purchase of some or all of the assets of the business, but not the company owning the business.

Unlike a stock purchase, which involves buying the company outright with all its assets and all its liabilities, an asset purchase is more selective and fewer liabilities will usually be assumed by the buyer.  

In this case, the seller is the company itself.  In an asset purchase, the key issue is usually the ability of the seller to assign and transfer key assets that have third party rights, such as contracts, licenses and permits, leases, equipment.  

Other typical assets will include furniture, fixtures and equipment, the company name, its intellectual property and its good will.

If the seller has employees with stock options, that must be resolved in an asset purchase or merger.

Representations, warranties and indemnities by the seller are also important.

Usually, after the assets are sold, the selling company will be wound up and dissolved and its shareholders will receive a distribution from the sale.

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Last Modified: April 28, 2016