Asset Purchases

An asset purchase is a business transaction where the buyer purchases the assets of a business, not the business itself. The assets can include both tangible and intangible items, such as equipment, machinery, license rights, and the use of the seller’s business name.

Some of the advantages of an asset purchase include:

• Buyer acquires only the seller’s assets, not any liability that the buyer does not intentionally assume or inherit by law;
• Buyer decides which contracts to assume;
• Buyer chooses which assets to purchase;
• Buyer receives a “stepped-up” tax basis on the purchased assets; and
• Buyer is not obligated to retain the employees of the seller’s business.

An asset purchase can be very complex because there are numerous matters to be considered. These include, but are not limited to: identifying which tangible and intangible assets will be acquired, purchase price, financing of the purchase price, which of the seller’s liabilities will the buyer assume, closing date, seller’s representations and warranties to the buyer, indemnification, non-compete covenants, and defining the conditions that must be satisfied before buyer is obligated to buy.

Whether you are the seller or the buyer, our firm will guide you through the process of an asset purchase. Using our knowledge of corporate law and experience handling asset purchases, we work with your financial advisor and accountant to perform a thorough due diligence on the physical and intellectual property to be sold. At the end of the day, you will fully understand the risks of the transaction, and with our counsel, have the ability to negotiate and structure the best financial deal possible.