Insight

Stock vs. Asset Sale in an M&A Transaction

Standing At Window

Sales of businesses are structured as either an asset sale or a stock sale.  In an asset sale, the Seller remains the owner of the legal entity and retains long-term debt obligations (unless specifically assumed by the Buyer).  In a stock sale, the Buyer buys the entity and receives all the assets and assumes all the liabilities (subject to any negotiated exceptions).

One asset that is normally not included in either type of sale is cash, at least beyond a nominal amount needed by the business on a day-to-day basis.  It makes little sense to sell cash.

“Normalized” working capital, specifically the normal level of accounts receivable (an asset) and accounts payable (a liability), is usually included in an asset sale.

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David Traversi, Partner, Newport (david.traversi@newportllc.com)

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