Business Purchase and Sale Agreements (a series)

This post begins a series of posts on business Purchase and Sale Agreements.  Even though I have executed a number of  Business Purchase and Sale Agreements in my investing career, this series falls in the category of “teaching what you want to learn” as I want to become even more knowledgeable   It helps to write about something to clarify your thoughts and understanding.  I expect to expand the topics of this series in the future, but here is my initial list of what I hope to cover and please suggest additional topics:

  • Asset Sale versus Stock Sale
  • Section 338(h)(10) and Section 338(g) elections
  • Personal Goodwill
  • Working Capital Adjustments
  • Hold backs, escrow, and recovery by buyers
  • Representations & Warranties
  • Knowledge, Materiality, and Other Important Terms
  • Closing Conditions
  • “cash free / debt free”
  • Form 8494

The goal of this series will be to give you enough information to begin asking questions of your legal counsel.