Buyers are usually interested in structuring the deal as an asset type transaction. Buyers are primarily concerned about inheriting any contingent liabilities flowing from the past operation of the Company. An asset transaction also enables the buyer to restate the value of the assets to fair market value and receive subsequent tax advantages.

Sellers generally prefer stock type sales of their Companies. Stock sales reduce tax liabilities for sellers while passing contingent liabilities to the buyer.

Historically, almost all sales of privately-held Companies were asset sales. In recent years, we have seen a growing number of stock sales. Buyers will typically require some funds held in escrow and tighter indemnification but this will be part of the deal negotiation.