Anyone have experience structuring a stock sale?

September 06, 2025

by a searcher from Carnegie Mellon University - Tepper School of Business in Denver, CO, USA

I’m looking for some guidance on how to think about a deal I’m pursuing and whether to structure it as a stock sale vs asset sale - pros/cons, watchouts, etc. Imagine there are some experts here.

1 Like

30 Replies

278 Views

Replies

Reply by a professional
from Miami University of Ohio in Denver, CO, USA

Depends a lot on the business and industry. A Stock purchase can bring a lot of risk to you the buyer that you’ll need to mitigate through the purchase agreement. You are stepping into the shoes and history of the seller. There may be a few reasons as the buyer you would want to go this route including contracts, licenses… in the business’s name that would otherwise be challenging to get for a new entity. (Due your diligence, you may still need assignments) Also possibly a lower price if though a stock acquisition the seller qualifies for Qualified Small Business Stock (QSBS) gain exclusion. Cons can be high around inherent risk, loss of step up in fixed asset value, and unrecognized tax liabilities. Is there something causing you to consider a Stock Purchase? *excuse grammar and typos written on my phone while watching football

Reply by an investor
from Duke University in Austin, TX, USA

It is going to depend on whether you are the buyer or the seller. It will also depend on what the current structure of the company is (e.g. LLC, corporation, partnership, etc.). The ramifications are significant enough that you will want to discuss this with your attorney very early in the process. Definitely, before making an offer if you are the buyer or accepting an offer if you are the seller.

+28 more replies.

Join the discussion