Article · Business
The Deal That Comes With the Company: What Buying a Business Actually Transfers
26 U.S.C. § 1060
- Type
- Article
- Jurisdiction
- National
- Date
- 2025-09-26
- Topic
- Business
Buying a business means buying its problems, and the single most consequential decision in any deal is whether you take the company or only its assets. This article explains what that choice actually changes: which liabilities follow, which contracts transfer, which permits survive, and how the tax bill is split between the parties. It covers valuation from the buyer's and seller's perspectives, why the multiple in a listing is rarely the price paid, and how earnouts and seller notes bridge a disagreement about the future. Separate parts walk through due diligence — what to ask for, what the answers mean, and the findings that should end a deal — and through the purchase agreement itself, including representations, indemnification, escrow, and the survival periods that determine whether a promise is worth anything. Later parts cover employees, landlords, lenders, licenses, and the doctrines that impose liability on a buyer who thought it had bought only assets. Examples run throughout, drawn from the kinds of businesses people actually buy.
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