Non-Tax Considerations And Due Diligence: environmental laws, ERISA, labor/employment issues, security laws, more

Tax Considerations – Taxable Asset Sales: tax consequences to each party, allocations, more

Tax-Free Acquisitions: treatment of “boot,” consequences to shareholders and each entity, more

Use Of Liquidations

Tax Attributes

Special Considerations Involving S Corporation And Partnership Acquisitions

Purchase Agreements, Representations, Warranties And Opinion Letters

Pre-Closing

Closing The Deal

Buyers And Sellers In Buy-Sell Agreements For Closely-Held Businesses

4 Useful Forms:

• Sample Asset Purchase Agreement (41 pages)

• Sample Stock Purchase Agreement (45 pages)

• Cross Purchase Buy-Sell Agreement (11 pages)

• Entity Purchase Buy-Sell Agreement (14 pages)

More