A buyer will normally prefer to buy the assets of a company, while the seller prefers to sell the shares. This is because an asset purchase allows a buyer to precisely choose the assets they buy and precisely identify the liabilities they want to take over. The correct identification of the parties to the agreement is essential, especially for companies that may have several independent subdivisions. It is essential to correctly identify the unit that is concluded by the agreement. NOW, that is why, for and taking into account the premises and agreements, agreements, insurances and guarantees set out below and other counterparties of quality and value whose maintenance and suitability are confirmed, the parties agree as follows: a contract for the sale of assets is a contract that includes and concludes all the conditions related to the purchase and sale of assets of a company. By selling assets, the buyer receives only the tangible or intangible assets of a business, not the corporation or liabilities of the business. In addition, in the event of a sale of assets, the buyer is not necessarily required to purchase all the assets of the enterprise and can only acquire certain valuable assets, bypassing depreciable or risky assets that may be subject to future liability. The major disadvantage of an asset sale contract compared to a share purchase agreement is that each property must be transferred in accordance with its correct rules and made enforceable vis-à-vis third parties (e.g. B by consents and authorizations). This applies in particular to customer contracts, as a third party may see the transaction as an opportunity to renegotiate their contract.
This could delay the deal and increase transaction costs. As a business firm specializing in mergers and acquisitions, Hoeg Law has extensive experience in advising buyers and sellers in commercial transactions. These include transactions between large companies and sales contracts for small businesses. Our firm designs, negotiates and reviews these agreements with other commercial contracts. If, in the case of an asset purchase transaction, a contract is considered fundamental to the enterprise, the buyer may insist on making the conclusion of the transfer subject to the novation of the contract. In this case, you can use a novation agreement to ensure that all three parties agree to this change. At Antonoplos & Associates, we don`t think you`ll need a business lawyer for every decision you make. However, consulting an experienced business lawyer is an invaluable resource for your business for two reasons. First, a good business lawyer will be able to offer advice on many topics, for example.B. to check the terms of an office or storefront lease agreement, for the establishment of contracts that create business partnerships or for the review of asset sale contracts. Overall, involving a business lawyer in general decision-making ensures that your company is not able to make potentially catastrophic deals.
Second, by discussing important parts of your business with a business lawyer, that lawyer is better equipped to represent you in the event of a dispute.