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| September 23, 2009Loading content…
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Perkins Coie's September 23, 2009 memo compares a stock sale, an asset sale, and a merger for a private company. An asset sale lets the buyer pick liabilities and step up tax basis. A stock sale transfers liabilities with the company. The memo then covers price, earnouts, indemnities, and closing conditions.
Owners choosing how to sell can compare a stock sale, an asset sale, and a merger on tax, liabilities, and minority holders. Advisors can use the price, earnout, and indemnity sections before a draft starts.
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