43
Legal
Considerations -
Acquisition Methods
Acquisition Methods
§Asset Purchase
§Buyer (i.e.,
HoldingCo) negotiates specific assets purchased and liabilities assumed (beware successor
liability)
§Allocation of
purchase price to assets purchased – may be tax advantageous to HoldingCo
§Share Purchase
§Transaction can
be closed relatively quickly
§Affords capital
gains treatment to TechCo selling shareholders
§Statutory Merger
§If seller (i.e.,
TechCo) is public company or has minority shareholders
§Also affords
capital gains treatment to TechCo’s shareholders
§Shareholders
meeting and, if TechCo is a public company, SEC compliant proxy solicitation and Form S-4 if
securities part of
purchase consideration
§Reverse
triangular merger preserves TechCo intact
