STOCK VS. ASSET DEAL: TRUE LONG-TERM LIABILITIES IN STOCK?

Working on an acquisition of online accounting business (S Corp, acquiring entity = LLC[redacted]e) election feasible here, so negligible tax differences to me as buyer (as I understand it). Contracts/ACH agreements with all customers silent on assignability, so at minimum need to provide notice to customers of change in bank accounts/entities to do asset deal. This introduces some churn risk at close (customers don't approve or ask for price reduction in services). SO, considering stock deal (w/ 336 election) to minimize this churn risk.

For an asset light business like this (fully remote, so no RE/enviro risk, no vehicles, no tax work so limited IRS risk), what are the true long-term liability risks that can't be covered by appropriate[redacted]%) reps & warranties bucket / 15% seller note that will be in place 5+ years?

Are people doing a lot of stock deals these days for asset-light businesses with contract assignability issues? Are you getting cash escrows or mainly just ability to claim against seller note?

Thanks all!



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