Negotiating Asset and Stock Acquisitions

About the Course:

Do you know why buyers will typically pay a higher price for an asset transaction versus a stock transaction? Do you know why sellers may be better off accepting a lower price in return for a sale of stock? If not, you really should listen to this webinar.

Relegating the form of an impending acquisition--namely, asset vs. stock--to an afterthought is a critical mistake. Whether you structure a transaction as an asset or stock acquisition will have a massive impact on the buyer's and seller's tax liabilities, timing of tax liabilities, timeline to close the acquisition, and related closing costs.

Thus, savvy dealmakers will negotiate whether the acquisition will be in the form of asset or stock at the Letter of Intent stage. This course illustrates, in great detail, how to calculate and negotiate the tax consequences of consummating asset versus stock transactions. This session provides invaluable insight into negotiating issues that are common to most acquisitions. Among the issues discussed are:

  • Working capital adjustments
  • Escrows and indemnifications
  • Representation and warranty insurance coverage
  • Tail insurance coverage
  • Keyman insurance coverage
  • Stepping up of basis in acquired assets
  • Depreciation and amortization schedules of acquired assets
  • Transferability of contracts
  • Requirements to retitle assets
  • Requirements to terminate and re-hire employees
  • Board of Approval voting requirements hinge on the form of transaction
  • Triggering of sales tax liabilities
  • Potential buyer preference to acquire pass-through entities
  • Accounting for consulting and non-compete agreements
  • How form of transaction impacts accounting for net operating loss carryovers

Course Leader: Gregory B. Sneddon, Senior Managing Director, Consilium Partners LLC

Greg is a founder and Senior Managing Director at Consilium Partners LLC, a Boston-based middle market M&A advisory firm. Prior to co-founding Consilium Partners, Greg served as Managing Director and Group Head of the Middle Market Mergers and Acquisitions Group at FleetBoston Corporation where he was responsible for managing a team of M&A professionals with a focus on transaction sizes ranging from $10 million to $250 million. Prior to his position as head of the Middle-Market Mergers & Acquisitions Group, Greg was a Managing Director in the Mergers & Acquisitions Group of BancBoston Robertson Stephens, where he specialized in a range of sell-side and buy-side transactions in the Consumer, Industrial Growth and Media/Telecom sectors and served as a permanent member of the firm's Fairness Opinion Review Committee .

In addition, Greg previously served as Director of Corporate Finance for KPMG. Before joining KPMG, Greg served for ten years in various positions at BankBoston including corporate finance, high technology lending and corporate development. Greg holds both an M.B.A. and M.S. in Finance from Boston College. Greg also holds the Chartered Financial Analyst certification, and is a member of the Boston Security Analysts' Society and the Association for Investment Management and Research.

Course Length: Approx. 1.5 hours


Purchase Now:

Need help purchasing this course? Please contact Neomi Barazani at 609-919-1895 ext. 100 or at