Congratulations to Appointment Plus, National Holistic Institute, & Main Street Gourmet for Recent Awards

A Rewarding Week:

The last week has been a big one for awards at companies affiliated with my investment partnership, Greybull Stewardship.  We are focused on investing in existing businesses with $1 to $3 million in net income that want a stable co-owner (minority or majority equity positions) that enables the company to pursue its own unique growth plan.  Our fund will not force the company into particular growth plans or exit plans as most funds require.

Congratulations to the following people on some recent awards:

Appointment-PlusAppointment-Plus CEO Bob LaLoggia named Business Leader of the Year

Bob LaLoggia, the CEO of Appointment Plus, was named the Business Leader of the Year by the Arizona Governor for the Celebration of Innovation Award Event.  Appointment Plus is the leader in online appointment scheduling software for any industry and any size business.  The number of appointments booked through Appointment Plus every day is getting to be unbelievably huge.  This award will be presented in December.

National Holistic InstituteNational Holistic Institute Employee Named Financial Aid Professional of the Year for California

Pat Troxel, Director of Compliance for the National Holistic Institute, was named the Financial Aid Professional of the Year for California.  The National Holistic Institute is the best massage therapy school in the country and has 7 locations in California.  This award will be presented in October.

Main Street GourmetMain Street Gourmet co-CEO Steven Marks receives Business Leader of the Year Award from Chamber of Commerce

Earlier in the year, Steven Marks, co-CEO of Main Street Gourmet, received the Business Leader of the Year award from the Greater Akron Chamber of Commerce.  Main Street Gourmet develops custom, signature bakery items for restaurant and grocery companies.

It is fun to work with great people — congratulations to these people on their recent awards!

How much of a competitive advantage is employee longevity?

Labor Day Weekend Reading:

On this Labor Day weekend, I read two articles that prompted me to think about employee longevity and how much of a competitive advantage it may be.  Interestingly, both were articles about Berkshire Hathaway companies, See’s Candies in Fortune and the Nebraska Furniture Mart in the Mart’s employee newsletter, “Heart of the Mart”.

Generally, I want to believe that employee longevity is a good thing and a competitive advantage.  At the same time, I think it is probably only a competitive advantage as long as the company is growing, providing opportunities for its best people, and maintaining a dynamic culture.  I would be worried about a company whose culture was lethargic and also had too much employee longevity because it would not be a good signal about the quality of the employees.

The Nebraska Furniture Mart ran a story in the August issue of “Heart of the Mart” employee newsletter about Jack Diamond, a 90-year-old furniture salesman who had been with the company for 58 years when he retired in July.  Jack is pictured here.  The Mart had 27 people achieve an anniversary of 20 years or more only in August this year.  Fortune wrote about several employees at See’s Candies who had been at the company for 41 years (Beatriz Romero wrapping Scotch kisses), 32 years or 24 years.  Among the companies where I am an owner, I looked at the National Holistic Institute that has a total of 114 employees and 2 have been employed over 20 years, 1 over 15 years, 13 over 10 years, and another 31 employees have been employed over 5 years.  At NHI, that means about 13% of the employees have been there more than 10 years and over 40% have been there more than 5 years — I am not sure if this is above the norm or not for NHI’s industry but I suspect that it may be.  One observation from NHI is that the long-term employees tend to be in roles that are very important for maintaining company culture (new hire training) and maintaining institutional knowledge (i.e., regulatory compliance, curriculum development).

The Pros of Employee Longevity:

How much of a competitive advantage is employee longevity?  The pros definitely outweigh the cons.  It also struck me that employee longevity is probably a signal of a strong company that has established some competitive advantages.  Here are some ways that employee longevity suggests a company is probably doing well:

  • On the more obvious side of things, employee longevity suggests they have a lot of experience and therefore probably very efficient and effective.
  • Longevity also says to me that the company is growing and improving over time.  Otherwise, good employees will get bored and leave.  A growing company keeps things interesting for good employees by providing them new challenges and professional growth opportunities.
  • Longevity also suggests to me that the company continues to figure out how to provide value to its customers and is able to raise prices or improve margins or both.  A company cannot keep employees over the long-term without steady compensation increases and therefore the company needs to be creating and capturing value to be able to keep those employees happy.
  • Stability has probably been the norm.  A company that has had a lot of turmoil will likely have employee turmoil making it more difficult for good employees to stick around.
  • The company has probably found a rhythm of work that is balanced and healthy.  Employee longevity probably suggests that the workload (normal and the heavy bursts necessary in any business) is sustainable by the employees over the long term.
  • Employee longevity may suggest more of a team culture rather than a “star” culture.  Star cultures often tolerate star performers that can be difficult to work with and may make a company more difficult for everyone else.  The stars are also not likely to stick around very long and be off to the next place that makes them feel like more of a star.
  • Company culture is probably strong and healthy at companies that have employee longevity because I would bail-out quickly if the culture of a company was poor.

I could not think of many ways that employee longevity would hurt a company’s competitive advantage, but I wanted to force myself to think it through.  In some of these ideas, the businesses didn’t seem fun or interesting to me (but professional sports teams often have some of these characteristics) and they seemed liked industries or companies that are more likely to have management-labor strife.  I suppose, is probably because the dynamics of the industry are more about capturing a larger slice of the pie rather than trying to work together to make the pie larger (a competitive distributive approach vs. a cooperative integrative approach to business).

  • If the company needs employee wages to be low in order to survive, the company may want a constant influx of entry-level employees so that the higher paid employees move on after a few years.
  • Some companies may need a constant source of fresh thinking.
  • Some types of work may be difficult to do for a long period, maybe physically demanding work.  I suppose professional sports teams may fall into this.

For me, I think it is more rewarding to be involved with companies where employee longevity is a win-win for the company and the employee — and that also means that the company is growing, creating value, and sharing that value creation with employees so that the relationship works over the long-term.

Chart of Most Profitable Industries — Increase Your Odds of Business Success

Profitability Differences

Building a business is a lot of work.  Thus, it makes sense to build your business in an industry where the fundamental dynamics are a little more in your favor.  Or, evolve your business to improve its fundamental characteristics by studying the best.

This hit home for me during my strategy classes at Harvard Business School with Jan Rivkin.  Early in our strategy class, he put up this chart that compared profitability across selected industries.  It made it obvious that we could bang our heads against the wall for decades as an airline or car company and never achieve reasonable profits.  It is much better to focus ones efforts where the odds of success are much greater.

A Few Observations from the Chart:

  • Since the data was through 1995, I imagine that Internet based business and Software-as-a-Service (SaaS) business models are probably even better than prepackaged software.
  • With pharmaceuticals being the only industry in this chart over 25%, I imagine that their profitability levels have declined since the mid-1990s’.
  • I was surprised that restaurants are in the middle of the pack because conventional wisdom is that restaurants are difficult businesses.
  • To me, it reinforces the idea that gross margins are critically important.  While I am sure Walmart probably has strong profit margins, the chart makes it appear that products/services with high gross margins make it much easier to achieve higher profit margins.  Sort of obvious, but worth stating.

Because we all only have so many hours to focus on business and everything requires dedication and intense effort, focusing your activity where the odds are best for success is an idea I have heard expressed in similar ways over the years.  Venture capitalists can be heard to say that they prefer companies focused on a big problem in a large and growing market.  Some vc’s think the size of the market is the most critical piece of assessing a business (part of the never-ending debate of whether the team or the market is more important).  In buying or investing in businesses, it can be heard that it is as much work to buy a small business as a large business, so you might was well focus on buying larger businesses.

How does your industry compare to the chart?  How does your business compare to its industry?  Are there things that you can do to improve your company to make it more like the industries that have higher profitability?

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“Strategy Follows Structure” — John Bogle on Investment Funds

Investment Fund Structures

Strategy Follows Structure

As “Form Follows Function…” In Investment Funds, “Strategy Follows Structure.”

“You are what you eat” is the common phrase about nutrition.  With investing, I think a corollary should be “you are where & how you get your capital”.  This is particularly true with any type of investment fund as John Bogle, the founder of Vanguard, stated in a New York Times article on Sunday when he said, “strategy follows structure” in investing.

Vanguard, Berkshire Hathaway, and my investment fund, Greybull Stewardship, have large structural advantages that allow them to implement superior investing strategies.  Vanguard is owned by its investors which creates a clear focus on low-expense mutual funds.  Berkshire Hathaway has a structure (certain types of stockholders, certain type of corporate structure) that makes it a preferred home for some of the best businesses in the world.  Greybull Stewardship also has a different structure than traditional private equity funds (no 10-year fund life, preference to invest in flow-through entities, investment capital coming from other business owners) that makes it a preferred partner for business owners who want a stable, long-term partner aligned with the interests of their business and themselves.

Investment Strategies Via Fund Structures

Let’s explore how the structure of Berkshire Hathaway is built to enable a certain investment strategy.  Buffett’s strategy is to attract to Berkshire great businesses that are often still managed by a large owner of the company.  Not by accident, these tend to be the businesses with the strongest competitive advantages and most owner-oriented managers, exactly the characteristics that Buffett wants.  Owners of the best businesses in the world are often as concerned with who buys the business as with the highest price.  It isn’t easy to build a unique, high-quality business and most owners of these businesses don’t want to sell to just anyone.  When an owner cares about the new owner, it is often a signal about the quality and staying power of the business.  Here are some observations on how Buffett does it:

  • Establish a stable, long-term oriented base of stockholders.  It starts with Buffett owning over 30% of Berkshire through most of his career.  After that, however, Buffett pursued a strategy of attracting long-term oriented shareholders by not splitting the stock, writing a unique annual report targeted to building a type of engaged, trusting shareholder base, not issuing quarterly guidance as fodder for investment analysts and short-term stock movements, and hosting an annual meeting also oriented to attracting certain shareholders.  All of this helped sellers know that Berkshire wasn’t going to change drastically from what they had seen previously based on a new Board of Directors, new CEO, or change in corporate strategy.
  • Establish a corporate culture that works for high-quality manager-owners.  Buffett intentionally keeps the corporate staff very small (less than 20 the last I knew) so they don’t get involved in management of the operating companies, do not attempt to create “synergy” across business units, do not require extra reports and meetings of the managers once they join Berkshire, and keep compensation agreements simple and solely based on the results of a manager’s business.  In fact, Buffet wants to have the manager of the business feel exactly like they felt when they owned their business outright themselves.  Many high-quality managers would prefer this structure over a traditional corporate structure with its reports, meetings, company-wide initiatives, and other things that sap energy and are a downside to selling your company.

Greybull Stewardship, my investment fund, also has some unique structural advantages that most investment funds cannot offer.

  • No forced growth rates or exits.  Greybull does not have a 10-year expiration on its fund, like most investment funds.  This means that we will not force a growth rate that is unhealthy for the business, or force an exit at the wrong time for the business or its management just because our fund is expiring.  The goal is to align Greybull completely with our co-owners in our portfolio companies so that we can make better decisions without external restrictions.
  • Prefer investment returns to come from both cash distributions and value appreciation.  Like our co-owners in our portfolio companies, the best situations are ones where our investment returns come from a combination of cash distributions and the value of the company appreciating — we are not solely focused on exits like most private equity funds.  This is because we are able to harvest cash tax efficiently by investing in flow-through entities for tax purposes.  Most investment funds need to invest in C Corporations to protect their non-profit investors from unrelated business income and therefore are not focused on annual cash distributions because of the inefficiencies.  Greybull’s strategy is a more reliable long-term strategy.  An investor overly focused on exits can create a binary result (home run or strike out) which is not aligned with the interests of an owner-manager who often has the bulk of their net worth in the business and therefore a double or a triple would be a fine result.
  • Greybull’s investors are business owners themselves.  They understand small and medium-sized businesses and are able to help when called upon.

When private equity funds use the same 10-year fund structure and raise money from the same institutional investors, it is not their fault that they all look and act the same.  Greybull Stewardship can act and invest differently because my investment fund structure is different, just as Vanguard and Berkshire Hathaway are able to pursue a different strategies because of their structures.

Economies of Scale — Fundamentals Through Graphics

The Experience Curve

Economies of Scale

Revisiting fundamental business concepts is helpful.  Old concepts often have new meaning when viewed after new experiences.  Or, as we say at the school where I am a co-owner, “See it with today’s eyes and hear it with today’s ears.”

One important, fundamental concept is the idea of economies of scale, or the Experience Curve, as developed by the Boston Consulting Group in 1966.  As described by the Harvard Business Review, this concept captured the notion that companies develop competitive advantage by learning over time how to lower costs, gain efficiencies, and improve products by redesigning and utilizing better technology.  As shown in the chart, the cost per unit goes down as the number of units goes up.  Therefore, if your company is the largest producer in a given market, your company should have a persistent advantage in having lower costs per unit.

In my mind, I am trying to think about this concept in today’s world as I fight a bias that this concept was more relevant in large scale enterprises that seemed to dominate in the mid 20-th century but are not as impressive as the more efficient (capital and labor efficiency) enterprises of today.  In the classic sense, economies of scale usually speak to businesses that have high up-front, fixed costs and relatively low run costs per unit.  I suppose that many of the products of modern enterprises have zero marginal cost (Windows operating system, a new Google search, a new Facebook user, one more view of a movie on Netflix, etc.) but they did require large, up-front investments to build Windows, for example.  Some of these more modern examples are benefiting more from network effects than from old-fashioned economies of scale.

There must still be an advantage with scale as the Fortune reported in June 2012 that for the Fortune 500 the average revenue per employee was $455,000 and the average profit per worker was $32,000 in 2011.  Those are pretty strong numbers as compared to the smaller companies with which I am familiar.

Economies of Scale – Some Thoughts:

  • Economies of scale in physical product production.  For physical products, I do not think much has changed.  Having scale is still an advantage in sourcing raw materials, developing production efficiencies, and getting financial terms from partners.
  • Economies of scale in distribution of physical products.  Scale is also still an advantage here.  In fact, I believe that Coca-Cola’s distribution system is more of an advantage than the brand.  Or, a consumer product company has an advantage if they are large enough to partner profitably and effectively with Wal-Mart and Target.

Although I do not think economies of scale is often thought about in marketing, here are some initial thoughts that came to me about economies of scale in marketing today:

  • Economies of scale in general, modern marketing.  If modern marketing is organic search optimization, Google Adwords, inbound marketing through content creation, managing social media, etc. then it seems that scale does not create tremendous advantages once you get large enough to do the basic work required in these channels.  In businesses that utilize traditional marketing, economies of scale still create an advantage in producing TV ads, buying TV time, and more.  Still, the Procter & Gamble’s of the world do not enjoy as much of a marketing advantage today because more marketing does not require large scale.
  • Economies of scale in organic search optimization.  To be able to dominate natural search results for important keywords is an area where scale helps.  If your company is large enough or has a long enough history to have developed a web of inbound links and search engine credibility in a category, it is difficult for newcomers to displace your company once you have established that advantage.  Even though search engine marketing has existed for a long time, I suspect that many people still do not appreciate the advantage that dominating natural search results can be.  This is not exactly economies of scale (maybe more of a network effect) but if you are large enough to dominate a category, you are most likely to dominate those keywords.
  • Economies of scale in relationship marketing or social media.  I think it helps if you have a critical mass of real relationships in a field or industry as a positive reputation tends to reinforce itself among that group of people.  Yet, it also seems that social media has enabled a single person to have nearly as many relationships as an entire company had previously.

Questions for you:  Is there anywhere in your business where economies of scale can create an advantage for you?  Are there new opportunities for you where economies of scale dominated before but now do not have as much of an advantage?

Elusive Moats of Competitive Advantage — Definition by Morningstar

Moats of Competitive Advantage

Moats Create Competitive Advantages in BusinessInvestors look for “moats” or competitive advantages that create more certainty and more growth in revenue and margins.  In managing or investing in businesses, it is helpful to understand what moats other companies have been able to build and why.  This may help you identify a moat that you can build in your business, or take one that already exists and make it stronger.  In this earlier post, I began exploring how you can begin thinking about the moats in your business.

Morningstar, the mutual fund rating company, created a Wide Moat Focus Index in 2007 made up of 20 least-expensive wide-moat stocks from a list of over 1,000.  They revise the list every quarter.  In order to create their list, they attempted to define what creates a moat of competitive advantage by building upon the ideas of Michael Porter, the Harvard Business School professor, in his book Competitive Advantage.

Morningstar Moats

Here are the five moats that Morningstar identifies in their attempt to define moats of competitive advantage:

  1. Network Effect.The network effect occurs when the value of a particular good or service increases for both new and existing users as more people use that good or service.
  2. Low Cost Producer.  Firms that can figure out ways to provide a good or service at a relatively low cost have an advantage because they can undercut their rivals on price.
  3. High Switching Costs.  Porter defines switching costs as a barrier to entry that involves the one-time inconvenience or expense a buyer incurs to change over from one product or service to another.
  4. Proprietary Intangible Assets.  Assets such as brands, patents, and licenses that prevent another company from duplicating a product or service.
  5. Virtual Monopoly or Market Control.  Sometimes a business is a virtual monopoly like a public utility or an airport service provider.

Building moats of competitive advantage is a never-ending process and one where every business can always improve.  It is a key to building a business and to investing in businesses, or as Warren Buffett wrote, “The key to investing is … determining the competitive advantage of any given company and, above all, the durability of that advantage.”


Enemies of Effective Company Cultures — Ideas from James Heskett

Effective Company Cultures are Vital

Think and Build Effective Company CulturesBuilding effective company cultures are vital, particularly in success over a long-term and in the creation of  longstanding, defensible moats of competitive advantage.  I enjoy writing about company cultures because they are so important to a company’s success, but also because they are great fun when done well.

As Charlie Munger often says, it is often helpful to think about the opposite of what you are trying to accomplish, or “Invert, always invert.”  Donald Keough did this in his book The Ten Commandments of Company Failure that described ten things sure to make your company fail.  I referred to a story from that book in this blog post about a perfect financial structure for a company.  When creating effective company cultures, it is helpful to think about what one would do if you were trying to create a very poor company culture.

Enemies of Effective Company Cultures

I was reminded of this when learning about a book by James Heskett titled The Culture Cycle.  Mr. Heskett writes about things that are the enemy of effective company cultures:

  • Inconsistent leadership behavior
  • Ineffective measurement and action
  • Arrogance borne of pride and success
  • Too rapid growth
  • Too little growth
  • Non organic growth
  • Failure to maintain a small-company “feel”
  • Frequent leadership turnover
  • “Outsider” leadership thinking

All good things to avoid when building your company’s culture.

The Best Business Deals Die Three Times: Wisdom from Buying & Selling Businesses

Business Deals Die Three Times

All business deals are complex, especially purchase and sale agreements. The best business deals often die several times!

Business Deal Reality Check

“The best business deals die three times,” is sometimes said with the reverence of having been spoken by a person of great wisdom.  This week, I spent days in full-time discussions with a company where we are far along in the due diligence process and it is unclear if we will get over the finish line to make the final deal work for them and for me.  It is a difficult, frustrating, and time intensive process.  Furthermore, it usually isn’t a glamorous business.  For several sessions, we were squatting in a hotel banquet / storage room with laundry bins, uncleared tables, and minimal air conditioning in a hot, humid part of the country.  Other times, we were at a business owner’s home with the plumber drilling holes in the wall and interrupting our conversation.  My world is not one of plush, fancy hotels and catered lunches in white-shoe law firms.

Some observations from the front-lines this week:

  • Something in human nature isn’t satisfied with a big decision until everyone is convinced they got the most they could.  This becomes even more true when selling a business with a lot of money involved and the owners are at the end of their career with no more deals on the horizon.  Most deals have to have people walk away at some point for the participants to become convinced they got the most they could get.  That is unfortunate, in my book, and wastes a tremendous amount of energy and time.  It really bums me out, actually.  I would prefer much less posturing and more straightforward conversation, but that is very difficult for people who do not have a long-term relationship and the stakes are high.
  • It is important to negotiate with someone who has confidence to make decisions.  This week, I became convinced that one participant didn’t have confidence to make the decision — the negotiation could go on forever because the person was too nervous to make a decision.
  • Rational decision-making does not rule the day.  A perfectly rational decision becomes unattractive when surrounded by emotion, expectations, and other less rational factors.
  • Finding common ground is difficult with different backgrounds.  People often have different depths of knowledge on accounting, business valuation, and the business deal process that makes finding common ground and a common view of the world very difficult.
  • Value creation in a deal process is vital; and can only happen when everyone considers new and different ideas.  The key to many business deals is to find the trade-offs that create value for each party.  To do that, you need to have an open dialogue about what is most important and what is not important to each participant.  And, you need to consider creative ideas that you may not have considered before (see the point above about someone having confidence to make a different decision than what they may have thought about for months and years previously).
  • Business owners need to understand how intensive the selling process is — it is basically a full-time job.  It is so important for business owners to pick a time to sell when they can dedicate the time to sell.   And, they need to realize that their business needs to be able to run without them while the sale process is happening.  This adds an unbelievable amount of stress to business owners because the selling process is stressful and then they have the stress of keeping their business on track.

There is wisdom in the phrase “the best business deals die three times” because both parties will keep coming back together to make a great deal work, even after the business deal dies once or twice.  For bad business deals, it just isn’t worth it to come back together.  This week, a business deal I liked died — time will tell whether it comes back together.


Bad Accounting is Bad Business and Bad for Your Personal Credibility

Bad Accounting Bad Business Bad for You

You may not like accounting…

Don’t Like Accounting?

You will never be an integral participant of a community when you do not know the language of the community.  Accounting is the language of business.  If you are in business, you have a responsibility to become competent and conversational in accounting.

You may not like accounting.  You may think the accounting rules are inadequate and imperfect.  You may be reluctant to invest your team’s precious resources on tedious, detail-oriented accounting responsibilities rather than more important things like sales, marketing, or product development.  You may not want to dedicate the mental energy to learn the concepts (they are not difficult, they just take a little work to learn).  You may philosophically want to rebel against the accounting rules for stock options, how to capitalize software development, variable-interest entities or whatever.  Frankly, I understand those concerns, but my advice will still be to become proficient at accounting if you want to reach your potential in business.

Here are some of the many problems that arise when you do not place emphasis on accurate accounting:

  • It undermines your credibility as a business person.  There have been many times where I am excited to be talking with a business owner, excited about their business, and the owner then says something that reveals an ignorance or very shallow understanding of a basic accounting concept.  Suddenly, it makes me question their knowledge and competency in business generally.
  • Lack of accurate measurement can lead to fatal errors.  If your accounting isn’t accurate and you don’t really know how your business is doing, you are tempting fate.  You have a responsibility to yourself, your employees, your customers, and your investors to present an accurate picture of your business.
  • Misrepresentations, even when unintentional, never lead to good outcomes.  Once, a business owner gave me financial statements that had 11 months of revenue and 10 months of expenses.  Some business owners mislead themselves, through a mix of hope and lack of understanding, into making accounting errors.  When these numbers are provided to external parties, it leads to wasted effort, broken dreams, lack of credibility, and people wondering if it was a lack of understanding or something more sinister.
Also, please assume that your accounting can improve rather than believe you are perfect, particularly if you are audited and then may have a false sense of perfection.  Many business owners assume their accounting is accurate because they have relied on a trusted CFO or accounting manager and their own knowledge.  Realistically, that is not good enough.  Sometime in the life of your business, it is worth bringing in an expert to do a “Quality of Earnings” review to give you a check-up of your accounting and give you a report of where your accounting can be improved and what the true annual earnings power is of your business.  Auditors do not look at things in this way, so it is a separate concept from an audit.  Please have an open-mind to improvement and your first instinct should be to try and find ways to improve rather than blindly believe that “our numbers are clean and no one will find anything that is inaccurate.”
Please do not underestimate the importance of accurate accounting for your sake and the sake of your company.  This is particularly important as you are deciding whether and when to sell your company.

Asset Sale Versus Stock Sale (Purchase & Sale Agreements – a series)

Asset Sale vs. Stock SaleAsset Sale = LLC and S Corporation

If you are a business owner considering the sale of your business, please put yourself in a position for an asset sale rather than a stock sale by holding your business in a Limited Liability Company (LLC) or an S Corporation.  There are two clear reasons why buyers prefer to buy assets:

  1. The buyer will receive a tax benefit by being able to depreciate the assets purchased.  This can provide a large tax deduction during the buyer’s ownership of the business.
  2. The buyer can avoid risk by leaving the liabilities in the old company.

Stock Sale = C Corporation

If you own a C Corporation, therefore, you will be stuck with many unnecessary headaches.  If the buyers will only buy stock, you will face a significant tax problem when you first have to pay income tax within your corporation when the assets are sold and then you have to pay a second tax when you distribute the cash out of the C Corporation.  Or, you will have a buyer who wants to implement many creative strategies about how to attempt to obtain these two benefits (tax deductions and avoidance of liabilities) and the structuring of the deal may get more complicated.

The basic difference between an asset sale and stock sale creates many of the topics addressed in this series on Purchase &  Sale Agreements.

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