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.

The Deal That Comes With the Company: What Buying a Business Actually Transfers

Business > Buying and Selling a Business | Published 26 September 2025 - Updated 21 July 2026 | UpLaw - uplaw.us

A buyer signs a contract to purchase a landscaping company for $1.9 million. Two months after closing, a former employee files a wage claim covering three years. Six weeks later the state sends a sales tax assessment for the prior owner's underreporting. Then the biggest customer — 40 percent of revenue — does not renew, because its contract had a change-of-control clause nobody read.

The full text of this document is available to Executive subscribers and above. See plans.