Stock vs Asset Sales

Asset sales are more common than stock sales. The asset sale typically reduces purchaser expose to liabilities of the seller and increases tax deductions for the purchaser. In an asset sale the known and unknown liabilities of the selling corporation remain with the seller. An asset sale significantly limits the purchaser’s liabilities but does not completely protect the purchaser from all potential liabilities (particularly tax related liabilities). In a stock sale the liabilities of the seller are included with the stock. An asset sale increases the purchaser’s tax basis in the assets to the amount of the purchase price of the assets. This typically provides the purchaser with depreciation deductions that may be unavailable in a stock purchase.