Sales & Purchases of Assets, Stock or Membership Interests

Harrison Law Group represents clients in all phases of acquisition work, including the sale or purchase of ownership – stock or membership interests – or the sale or purchase company assets. When a seller and purchaser agree to enter into an agreement to sell/buy a company, they may intend to sell and buy a company’s stock in a corporation or membership interests in a limited liability company, or they may intend to sell and buy only the company’s assets. While the decision to purchase a company’s ownership interests versus assets is often driven from a financial and tax perspective, it is important to know that the purchase of ownership interest includes the assumption of liabilities in additional to control of the assets, while the purchase of assets includes only control of the assets and does not include the assumption of liabilities. In either scenario, however, a well-drafted contract as well as a detailed due diligence process are crucial to avoiding unexpected issues between the parties down the road.