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Course Details

Course Information
  • smart_display Format

    On-Demand

  • signal_cellular_alt Difficulty Level

    Beginner

  • work Practice Area

    Commercial Law

Date & Time
  • event Date

    Wednesday, July 23, 2025

  • schedule Time

    1:00 p.m. ET./10:00 a.m. PT

  • timer Program Length

    60 minutes

Credit Information

  • This 60-minute webinar is eligible in most states for 1.0 CLE credits.

$147.00

This course is $0 with these passes:

CLE
ALL
PS

This CLE webinar will explore the differences between an asset sale and a stock sale in M&A transactions. The panel will review the advantages and disadvantages of each type of deal structure from a buyer's and seller's perspective and provide tips for negotiating each type of deal. 

Faculty

Alison M. Pear
Shareholder
Buchalter

Ms. Pear specializes in corporate transactions, focusing on securities regulation, corporate governance, and mergers and acquisitions. She has an extensive history of representing 1934 Act reporting companies with respect to their public reporting obligations, as well as their acquisition activities and governance practices. In addition to many years in private practice, Ms. Pear spent several years as in-house counsel at a NYSE-listed publicly-traded natural gas utility where she gained valuable insight into internal corporate workings, as well risk-based and business-oriented decision-making. She also regularly represents clients in Regulation A offerings, private placements, and other corporate transactions.

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Kaitlin Eisler
Partner, Chair Corporate and Securities Group
Maslon LLP

Ms. Eisler has significant experience assisting clients across a broad range of corporate and transactional legal needs. She has managed and negotiated complex M&As, corporate reorganizations, buy-sell agreements, and business succession agreements. Ms. Eisler’s expertise also includes negotiating, drafting, and revising a variety of commercial contracts, with particular focus on technology-related agreements, including software, licensing, and SaaS agreements. She ensures clients remain up to date and compliant on data retention, website terms of use, and website privacy policies, and she protects her clients' interests in the areas of trademark application and management. Ms. Eisler frequently acts as outside general counsel, providing guidance on entity formation, operating agreements, shareholder control agreements, ownership disputes, employment disputes, and the drafting of company policies regarding communications, signing authority, spending authority, and related matters. In addition, her background includes broad experience in real estate matters, including acquisitions and divestment, commercial leasing, real estate finance, and landlord/tenant disputes.

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Description

The structure of an M&A transaction impacts every aspect of the deal, including how ownership, assets, and liabilities are transferred from the target business to a buyer. Asset and stock (sometimes called equity) sales are the most common and straightforward types of acquisitions. 

In an asset sale, the buyer can pick and choose what assets they want to buy, which provides an opportunity for reducing the buyer's risk of assuming unknown liabilities. Assets that are typically included in an asset sale are tangible and intangible assets, such as equipment, machinery, real estate, customer contracts, or intellectual property. The buyer in an asset sale may also agree to assume certain liabilities of the seller like bank loans or debts that the seller took out to finance the purchase of certain assets. 

In a stock sale, the buyer acquires stock (or equity) from the target company's stockholders. A stock purchase is often an easier type of transaction to execute because very little about the company changes as the buyer takes the assets and liabilities of the target. Stock sales are often preferred by sellers because generally all known and unknown liabilities of the business are transferred to the buyer, allowing the seller to avoid ongoing exposure to such liabilities (other than as expressly agreed with the buyer).

Each acquisition structure provides distinct advantages and disadvantages for buyers and sellers. When considering how to structure an M&A transaction the parties must carefully evaluate the legal, accounting, and tax implications of the deal. Buyers will typically prefer an asset sale, whereas sellers will usually prefer a stock sale.

Listen as our authoritative panel explores the differences between asset sales and stock sales in M&A transactions and reviews key considerations when determining the right structure for a deal.

Outline

I. Asset sale

II. Stock sale

III. Factors for selecting the appropriate transaction structure

A. Tax

B. Legal

C. Other: shareholder consents

IV. Negotiation strategy

A. Section 338(h)(10) tax planning structure

B. F-reorganizations

C. Gross up strategy

D. Short form merger

V. Trip ups

A. True ups/working capital adjustments

B. Indemnification

VI. Practitioner pointers and key takeaways

Benefits

The panel will review these and other key considerations:

  • What are the differences between an asset sale and a stock sale in M&A transactions?
  • What are the tax, legal, and accounting factors to consider when deciding on an acquisition structure?
  • What are the advantages and disadvantages of stock sales and asset sales?
  • What are negotiation strategies for buyers and sellers with each type of transaction structure?