When to decide asset vs. stock purchase (not when you think)

A common question from searchers working on their first deal: When do you decide whether it will be an asset or stock purchase? Not in the IOI. That's way too early. It usually gets addressed in the LOI. The letter of intent has a section where you indicate asset or stock. But in practice, we often defer the final decision until after the LOI is signed. There is good language you can use in your LOI to preserve that flexibility. The reason is simple. You might start as an asset deal and then realize you need to switch to stock because of customer contracts, vendor agreements, or other assignment issues. It goes back and forth more often than most first-time buyers expect. The takeaway for searchers is not to lock yourself into a structure too early. The asset vs. stock decision has real tax, legal, and operational implications, and you want to make it based on what you learn during diligence, not based on a guess you made in the IOI.