PLC - Asset Acquisitions_ Tax Overview

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Asset Acquisitions: Tax Overview

Resource type: Practice Note: Overview

Status: Maintained

Jurisdiction: USA

An overview of the tax considerations involved when buying or selling the assets of a business.

PLC Corporate & Securities

Contents

Asset Acquisitions versus Stock Acquisitions

Buyers Generally Prefer to Buy Assets

Sellers Generally Prefer to Sell Stock

Str ucture of a Taxable Asset Acquisition

Tax Consequences to the Target Company

The Amount Realized by the Target Company

The Entity Level Tax and the Target Company's Tax Attributes

The Entity Level Tax and the Tax Classification of the Tar get Company

The Timing of Gain Recognition and the Form of Consideration

Potential Entity Level Gain if the Target Company Liquidates

Sales, Use and Other Transfer Taxes under State Law

Tax Consequences to the Target Company Stockholders

Non-Liquidating Distributions of Sale Proceeds

Liquidating Distributions of Sale Proceeds or Buyer Notes

Tax Consequences to the Buyer

Full Cost Basis at Time of Sale

Target Company's Tax Attributes

Pre-Closing Income Taxes of The Target Company

FIRPTA Withholding

The Purchase Price Allocation

Purchase Price Allocation when the Installment Method is Used

Special Allocation Rules

This Note focuses on the tax aspects of an asset acquisition. For a discussion of other considerations

involved when buying or selling the assets of a business, see Practice Note, Asset Acquisitions:

Overview (www.practicallaw.com/6-380-7695).

Unless otherwise indicated, this Note addresses only US federal income tax considerations and assumes

that:

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The asset acquisition is structured as a taxable transaction.

The asset acquisition is not structured as a merger.

The purchase price is paid in full at closing.

The buyer is a private US corporation that is a C-corporation (www.practicallaw.com/1-383-9868).

The target company is a solvent, private US corporation that is a C-corporation.

The target company has only US stockholders.

The target company is not a member of a consolidated group for tax purposes.

The buyer and target company are not related parties.

For a discussion of common tax issues that arise for buyers and sellers in acquisitions of financially

distressed targets, see Practice Note, Tax Traps in an Acquisition of a Financially Distressed

Target (www.practicallaw.com/2-503-3971).

Asset Acquisitions versus Stock Acquisitions

In an asset acquisition, the buyer acquires only the assets and liabilities it identifies and agrees to acquire

and assume. This is fundamentally different from a stock acquisition of all of the outstanding stock of the

target company where the buyer acquires all the assets, rights and liabilities (including unknown or

undisclosed liabilities) of the target company as a matter of law. The buyer and seller must consider bothtax and nontax factors when deciding between an asset and stock acquisition. As a general matter, buyers

prefer to buy assets and sellers prefer to sell stock.

Buyers Generally Prefer to Buy Assets

For nontax factors, buyers generally prefer to buy assets because the ability to pick and choose specific

assets and liabilities provides the buyer with flexibility. The buyer does not waste money on unwanted

assets and there is less risk of it assuming unknown or undisclosed liabilities. For further discussion of

nontax factors, see Practice Notes, Asset Acquisitions: Overview (www.practicallaw.com/6-380-7695)and

Private Acquisition Structures (www.practicallaw.com/6-380-9171).

In an asset acquisition, the buyer receives a cost basis (www.practicallaw.com/4-382-3366) in the

acquired assets. This means the buyer acquires a basis (www.practicallaw.com/5-382-3262) in the

acquired assets equal to the purchase price paid plus assumed liabilities and certain other items. In a stock

acquisition, the target company's basis in its assets generally remains unchanged.

For tax purposes, a buyer generally prefers to receive a cost basis in the acquired assets. A cost basis

often is higher than the basis that the target company had in those assets (referred to as a stepped-up

basis (www.practicallaw.com/6-382-3841)). Basis is used, among other things, to calculate depreciation

and amortization deductions, as well as income, gain or loss on the sale or other disposition of the assets.











3

A stepped-up basis benefits the buyer by enabling it to take greater depreciation and amortization

deductions on such assets and by reducing the amount of taxable income or gain (or increasing the amount

of loss) on a later sale or other disposition of the assets.

In an Economic Downturn, Buyers May Prefer to Buy Stock

For tax purposes, the buyer's basis in the acquired assets cannot exceed the fair market value of the

acquired assets. Therefore, if the buyer is purchasing assets from a target company whose asset values

have gone down (in other words, the target company's basis in its assets exceeds their fair marketvalue), the asset purchase results in a "step-down" in the basis of the acquired assets. This may happen

more often in an economic downturn. A buyer generally prefers to structure a transaction as a stock

acquisition if there would be a step-down in the basis of the acquired assets.

Sellers Generally Prefer to Sell Stock

For nontax factors, sellers generally prefer to sell stock because the buyer assumes all liabilities of the

target company as a matter of law in a stock acquisition (whereas sellers are left with known and unknown

liabilities of the target company not assumed by the buyer in an asset acquisition). In addition, asset

acquisitions often are more complicated and time consuming than stock acquisitions. For further discussion

of nontax factors, see Practice Notes, Asset Acquisitions: Overview (www.practicallaw.com/6-380-7695),

Stock Acquisitions: Overview (www.practicallaw.com/4-380-7696) and Private Acquisition

Structures (www.practicallaw.com/6-380-9171).

The tax treatment of a stock acquisition generally is more favorable for the sellers because it often results in

a single level of taxation (at the stockholder level) as opposed to potential double taxation (at the entity and

stockholder level) in an asset acquisit ion (see Tax Consequences to the Target Company , Tax

Consequences to the Target Company Stockholders, and Practice Note: Stock Acquisitions: Tax

Overview (www.practicallaw.com/9-383-6719)).

Structure of a Taxable Asset Acquisition

A taxable asset acquisition can be structured as:

A direct acquisit ion of the target company assets.

A merger treated as an asset acquisition for tax purposes.

The buyer generally acquires the target company's assets (either by direct acquisition or merger) with cash

or notes (or some combination of the two), but other consideration such as the buyer's or its affiliate's stock

can also be used.

In a direct acquisition of the target company assets, the buyer generally acquires either:

Specific assets and liabilities of the target company (such as a division of the target). After the

acquisition, the target company continues to operate.

"Substantially all" of the assets of the target company (and some or all of the liabilities of the target









company). After the acquisition, the target company liquidates.

Alternatively, a taxable asset acquisition can be structured as a merger. Two types of mergers generally are

treated as asset acquisitions for tax purposes:

A forward merger . This is a state law merger of the target company with and into the buyer in which

the buyer assumes all of the target company's assets, rights and liabilities by operation of law. After the

merger, the target company ceases to exist as a separate entity.

A forward triangular merger . This is a state law merger of the target company with and into a newly

formed or existing subsidiary of the buyer (a merger subsidiary (www.practicallaw.com/9-382-3627))

in which the merger subsidiary assumes all of the target company's assets, rights and liabilities by

operation of law. After the merger, the target company ceases to exist as a separate entity.

Reverse triangular mergers generally are treated as stock acquisitions for tax purposes. A reverse triangular

merger is a state law merger of a buyer's merger subsidiary with and into the target company. After the

merger, the target company survives and becomes the buyer's subsidiary. A transaction can also be

structured as a reverse merger (www.practicallaw.com/4-503-5441) (which is treated as a stockacquisition for tax purposes) but this is not commonly used.

For a further discussion of acquisitions that are structured as mergers, see Practice Notes, Private

Acquisition Structures (www.practicallaw.com/6-380-9171), Private Mergers:

Overview (www.practicallaw.com/0-380-9145), Public Mergers: Overview (www.practicallaw.com/4-382-2164),

and Mergers: Tax Overview (www.practicallaw.com/0-383-6747).

Tax Consequences to the Target Company

The target company generally recognizes taxable income, gain or loss on the sale of its assets equal to the

difference between the "amount realized" on the sale and the target company's basis in the assets.

The amount and character (ordinary or capital) of the income, gain or loss from the asset sale is determined

asset by asset. The asset purchase agreement generally specifies how the purchase price is allocated

among the assets for tax purposes. This provision is included so that the target company and the buyer use

the same allocation to determine the target company's income, gain or loss on the transfer of each asset

and the buyer's basis in each acquired asset. The parties may have conflicting interests when it comes to

the allocation (see The Purchase Price Allocation). For more information, see Practice Note, Asset

Purchase Agreement Commentary (www.practicallaw.com/4-381-0590).

The Amount Realized by the Target Company

The amount realized on the asset sale includes more than the cash consideration received by the target

company. It includes among other things:

The fair market value of any stock (or other property) received by the target company.

The amount of any buyer or third party notes received by the target company.













Liabilities assumed by or transferred to the buyer.

The Amount Realized Includes the Fair Market Value of any Property

In calculating the target company's amount realized when stock (or other property) is used as consideration,

the property generally is treated like a cash payment equal to the fair market value of the property. For

example, if the buyer bought a target company's assets with a cash payment of $100,000 and stock with a

fair market value of $50,000, the amount realized by the target company on the asset sale is $150,000.

If Stock is Used as Consideration, the Asset Acquisition may Qualify as a Tax-Free Transaction

If stock of the buyer or its affiliate is used as consideration, it may be possible to structure an asset

acquisition as a tax-free reorganization (www.practicallaw.com/3-382-3871). Private company asset

acquisitions generally are structured as taxable transactions for business reasons, unless the buyer or

its affiliate is a public company. One business reason is that there generally is no market for the stock

of a private company so sellers are often not willing to accept it as consideration. In addition, a seller

that would recognize a loss in an asset acquisition prefers to structure the transaction as a taxable

transaction. This is because a seller is unable to recognize a loss in a tax-free transaction. For more

information about tax-free reorganizations, see Practice Notes, Tax-Free Reorganizations: Acquisitive

Reorganizations (www.practicallaw.com/0-386-4212) and What's Market: Tax-free

Transactions (www.practicallaw.com/5-386-1032).

The Amount Realized Includes the Amount of any Buyer or Third Party Notes

If the consideration includes buyer or third party notes, the target company's amount realized on the asset

sale includes the amount of any buyer or third party note. For example, if the buyer bought a target

company's assets with a cash payment of $100,000 and a $50,000 buyer note, the amount realized by the

target company on the asset sale is $150,000. If buyer notes are used as consideration, the target

company may be able to defer certain gain recognition until the buyer notes are paid (or disposed of) under

Section 453 of the Internal Revenue Code (www.practicallaw.com/2-382-3555) (IRC) (see The Timing of Gain Recognition and the Form of Consideration and Potential Entity Level Gain if the Target Company

Liquidates).

The Amount Realized Includes Liabilities Assumed by or Transferred to the Buyer

The target company's amount realized on the asset sale includes liabilities assumed by the buyer and

liabilities transferred to the buyer. For example, if a buyer purchases a target company's assets for a cash

purchase price of $100,000 and one of the assets transferred is a building subject to a $25,000 mortgage.

The $25,000 mortgage assumed by the buyer is then treated as additional consideration paid to the target

company for its assets, so the amount realized on the asset sale is $125,000.

The Entity Level Tax and the Target Company's Tax Attributes

Before an acquisition, the target company may have valuable tax attributes that can be used to offset its

taxable income and a buyer may want to obtain access to those pre-acquisition tax attributes. One

example of a valuable tax attribute is net operating losses (www.practicallaw.com/8-382-3642) (NOLs). A

taxpayer has a NOL when its allowable deductions exceed its gross income in a specific taxable year.

NOLs generally can be carried back two years and carried forward up to 20 years to offset taxable income

(see IRC § 172 ).












The buyer in a taxable asset acquisition generally does not obtain access to a target company's tax

attributes. Instead, the target company retains its tax attributes and can use its NOLs and other tax

attributes to both:

Reduce or eliminate the entity level gain recognized on the asset sale.

Offset any future taxable income of the target company.

In a stock acquisition, the buyer (indirectly through stock ownership of the target company) generally

obtains access to pre-acquisition tax attributes (such as NOLs) of the target company. These tax attributes

generally are used by the target company to offset future taxable income, subject to limitations in the IRC. If

the target company is later liquidated tax-free into the buyer, the target company's tax attributes generally

carry over and can be directly used by the buyer, subject to limitations in the IRC. For more information, see

Practice Note, Stock Acquisitions: Tax Overview (www.practicallaw.com/9-383-6719).

The Entity Level Tax and the Tax Classification of the Target Company

The target company may not be subject to an entity level tax if the target company is any one of thefollowing:

Partnership (www.practicallaw.com/8-382-3675).

Limited liability company (www.practicallaw.com/6-382-3582) (LLC) (that is taxed as a "pass-

through" entity (which is an entity that does not pay entity level taxes)).

S-corporation (www.practicallaw.com/2-382-3782) (if the S-corporation is not subject to the built-in

gains tax (in IRC Section 1374) applicable to certain S-corporations that were previously C-

corporations).

If the target company is a partnership, LLC or S-corporation, the target company generally does not pay an

entity level tax on the sale of assets. Instead, any taxable income, gain or loss from the sale of the assets

generally "passes-through" to (that is, taxed directly to) the target company's partners, members or

stockholders.

A seller is more likely to agree to structure a transaction as an asset acquisition if the target company is a

partnership, LLC or S-corporation. This is because the asset acquisition results in only a single level of

taxation (at the stockholder level) as opposed to potential double taxation (at the entity and stockholder

level) if the target company is a C-corporation.

For a discussion of the tax issues that arise when the target company is US partnership, LLC or S-

corporation, see Practice Note, Taxation of Pass-through Entities (www.practicallaw.com/2-503-9591). For

more information on the US federal income tax classification rules that apply to US corporations,

partnerships and LLCs, see Practice Note, Choice of Entity: Tax Issues (www.practicallaw.com/1-382-9949).

The Timing of Gain Recognition and the Form of Consideration

If the purchase price is paid in cash or stock (or some combination of the two) at closing, the target











company generally recognizes the full amount of any gain or loss immediately.

If the consideration includes buyer notes, the target company's amount realized on the asset sale includes

the amount of any buyer notes. In this case, the target company may be able to use the installment method

to defer the recognition of a certain amount of gain until the note is paid (or disposed of) if all of the following:

At least one payment is received in a tax year after the year of sale (in other words, the sale provides

for deferred payments and meets the definition of an "installment sale" in IRC Section 453(b)).

The notes are issued by the buyer (generally not a third party) and are not payable on demand or

readily tradeable (see IRC § 453(f)(4-5)).

Under the installment method, the total recognized gain from the sale generally is prorated and reported by

the target company over several years as payments of purchase price are received. The installment method

does not apply when a loss is recognized on the sale; the full amount of any loss is recognized

immediately.

For example, assume on January 1, 2010, the target company sold an asset for both a:

$40,000 cash payment.

$60,000 buyer note which bears adequate interest and is payable in two equal installments on January

1, 2011 and 2012 (so both payments on the notes occur after the year of sale).

If the target company has a $50,000 basis in the asset, the target company's total gain recognized on the

sale is $50,000 (amount realized of $100,000 minus basis of $50,000). Assuming that the sale qualifies for

the installment method, the target company is taxed on the asset sale as follows:

Year one. 40% of the gain ($20,000) (because the target company received $40,000, or 40% of the

total amount realized in year one) plus any interest received on the buyer note is recognized.

Year two. 30% of the gain ($15,000) (because the target company received $30,000, or 30% of the

total amount realized in year two) plus interest received on the buyer note is recognized.

Year three. 30% of the gain ($15,000) (because the target company received $30,000, or 30% of the

total amount realized in year three) plus interest received on the buyer note is recognized.

If the buyer note does not provide for adequate interest, interest generally is imputed to the target company

(see IRC §§ 483 and 1274).

The benefit of the installment method is decreased in large asset sales because IRC Section 453A

generally imposes an annual interest charge on the target company's deferred tax liability in any year that

the aggregate face amount of buyer notes (arising from all sales by the target company with a sales price

exceeding $150,000) exceeds $5 million.

The pledge of a buyer note (arising from a sale with a sales price exceeding $150,000) as security for a

borrowing by the target company generally accelerates the recognition of the entity level gain that was

deferred by the installment method (see IRC § 453A(d)). For example, assume the same facts as the above

example on the installment method, except that the target company pledges the $60,000 buyer note as



security for a $30,000 borrowing. The target company immediately recognizes 50% ($30,000 divided by

$60,000) of the gain that was deferred by the installment method.

If a transaction meets the requirements for an installment sale, the installment method must be used unless

the taxpayer formally elects not to have it apply (see IRC § 453(d)). However, if the target company elects

not to use the installment method, the full amount of gain is recognized in the year of the sale even though

some payments of purchase price are deferred and paid after the year of sale. Therefore, a target company

with expiring NOLs (or other tax attributes) may want to elect not to use the installment method.

Gain Recognition May be Deferred in Asset Sales with Escrows and Earn-outs

The installment method may also be available to the target company if a portion of the purchase price is

held in escrow (or there is an earn-out) and all or a portion of the escrow (or earn-out) is released (or

paid) to the target company in a tax year after the sale. For more information on escrows and earn-outs,

see Practice Notes, Earn-outs (www.practicallaw.com/0-500-1650), Accounting for Transaction Costs

and Earn-outs in M&A (www.practicallaw.com/4-504-4662) and Asset Purchase Agreement

Commentary (www.practicallaw.com/4-381-0590).

Potential Entity Level Gain if the Target Company Liquidates

A target company generally liquidates after an asset sale if it sells "substantially all" of its assets because

it is essentially a shell (a company with few, if any, assets) after the transaction.

If the target company liquidates after the asset sale, it generally recognizes gain or loss on the liquidating

distribution (www.practicallaw.com/1-382-3589) of any non-cash assets (basically unwanted assets that

the buyer did not purchase in the sale) to the target company stockholders (see IRC § 336 ). If a target

company stockholder is a corporation that owns at least 80% of the target company (an 80% corporate

stockholder), the target company generally does not recognize taxable gain or loss on a liquidating

distribution to an 80% corporate stockholder (see IRC § 337 ).

In addition, if the target company used the installment method to report gain recognized on the sale of its

assets, a liquidating distribution of the buyer notes to the target company stockholders causes the target

company to recognize the entity level gain that was deferred by the installment method unless either:

The buyer notes are distributed to an 80% corporate stockholder (see IRC § 453B(d)).

In certain circumstances, the target company is an S-corporation (see IRC § 453B(h)).

Sales, Use and Other Transfer Taxes under State Law

In addition to potential double taxation, many asset sales are subject to sales, use and other transfer taxes

under state law. The target company generally is responsible for these taxes as a matter of law, but they

can be shifted to the buyer by contract. Stock sales generally do not result in sales, use or other transfer

taxes (however, a few states impose a stock transfer tax and a few states impose a real estate transfer tax

on the sale of a controlling interest in a real property entity). It is advisable to consult with a state law tax

specialist when structuring an acquisition.










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However, an 80% corporate stockholder generally does not recognize gain or loss on a liquidating

distribution of any sale proceeds under IRC Section 332. Therefore, if the target company is 100% owned by

a corporate stockholder, an asset sale results in only a single level of tax imposed at the entity level.

A liquidating distribution of the buyer notes to the target company stockholders generally causes the target

company to recognize the entity level gain that was deferred by the installment method (see Potential Entity

Level Gain if the Target Company Liquidates). However, the target company stockholders who receive a

timely liquidating distribution of buyer notes may be able to report the transaction under the installment

method as a deemed sale of company stock in exchange for the buyer notes. This may allow the targetcompany stockholders to defer the recognition of a certain amount of gain resulting from the liquidation until

the buyer note is paid (see IRC § 453(h)). If there are multiple target company stockholders, the installment

method can be used by a target company stockholder even if some of the stockholders elect not to use the

installment method. However, a target company stockholder cannot use the installment method if the target

company stock is traded on an established securities market (see IRC § 453(k)).

A liquidating distribution of buyer notes can have adverse tax consequences for the stockholders if the

target corporation is an S-corporation (essentially accelerating the recognition of gain for the S-corporation

stockholders if the target company liquidates), unless the target company's only asset at the time of the

liquidation is the buyer note (see IRC §§453(h) and 453B(h)). If the S-corporation retains assets after thesale or desires a portion of the purchase price in cash, it may be possible to avoid accelerating gain

recognition with pre-acquisition tax planning.

Tax Consequences to the Buyer

The buyer receives a cost basis in the acquired assets. This cost basis is often a stepped-up basis (see

Buyers Generally Prefer to Buy Assets). However, there is a step-down in basis if the target company's

basis in its assets exceed their fair market value (see Box, In an Economic Downturn, Buyers May Prefer to

Buy Stock ).

In a stock acquisition, the target company's basis in its assets remains unchanged. In certain

circumstances, the parties can make an election to treat a stock acquisition as an asset acquisition for tax

purposes (see Practice Note, Stock Acquisitions: Tax Overview (www.practicallaw.com/9-383-6719)).

Full Cost Basis at Time of Sale

The buyer generally receives a full cost basis at the time of the sale even if purchase price payments are

deferred and the target company uses the installment method (see The Timing of Gain Recognition and the

Form of Consideration).

Target Company's Tax Attributes

The buyer in a taxable asset acquisition generally does not obtain access to the target company's tax

attributes (such as NOLs). Instead, the target company retains its tax attributes (see The Entity Level Tax

and the Target Company's Tax Attributes).

In a stock sale, the buyer may, depending on the circumstances, be able to obtain access (generally

indirectly through stock ownership of the target company) to certain pre-acquisition tax attributes (such as

NOLs) of the target company. For more information, see Practice Note, Stock Acquisitions: Tax











11/lf .pract icallaw.com/6-383-6235?q=&qp=&qo=&qe=

Overview (www.practicallaw.com/9-383-6719).

Pre-Closing Income Taxes of The Target Company

The buyer is ordinarily not responsible for pre-closing income taxes of the target company unless such

taxes are expressly assumed. However, under some state and local laws, the buyer can be responsible for

certain taxes of the target company under the applicable successor liability statutes. In some states and

localities, a buyer may be able to avoid this successor liability by obtaining a tax clearancecertificate (www.practicallaw.com/1-382-3867) from the relevant taxing authority or by withholding a

portion of the purchase price. It is advisable to consult with a state and local tax specialist when structuring

an acquisition.

FIRPTA Withholding

A buyer generally is required to withhold a 10% tax with respect to acquisitions of US real property

(including stock of a "United States real property holding corporation") from a foreign seller. This is

referred to as FIRPTA (Foreign Investment in Real Property Tax Act) withholding (see IRC § 897 ). This

10% tax is applied to the amount realized by the foreign seller. If the buyer does not withhold the 10%

tax, it may be responsible for the payment of the tax as well as tax penalties and interest. For this

reason, a buyer generally requires a seller to provide a certificate of nonforeign status at or prior to

closing to ensure that no FIRPTA withholding is required by the buyer.

The Purchase Price Allocation

The asset purchase agreement provides how the purchase price is allocated among the assets for tax

purposes. The amount of purchase price allocated among the assets generally is the same as the target

company's amount realized on the sale. This provision is included so that the target company and the buyer

use the same allocation for purposes of determining the target company's income, gain or loss on the

transfer of each asset and the buyer's basis in each acquired asset. For more information, see Practice

Note, Asset Purchase Agreement Commentary (www.practicallaw.com/4-381-0590).

The parties can have conflicting interests when it comes to the allocation. Generally, the target company

prefers allocations to assets that result in capital gain and a buyer generally prefers allocations to assets

that generate depreciation and amortization (which generally do not generate capital gain for the target

company).

However, there are fewer conflicts between the parties now than in the past because:

The buyer can amortize payments for covenants not to compete, goodwill and going concern value.

The corporate tax rates applicable to ordinary income and capital gain are currently the same.

Before the enactment of IRC Section 197 in 1993, payments for covenants not to compete were amortizable

but payments for goodwill or going concern value were not. Therefore, the buyer preferred to allocate as

much purchase price as possible to covenants not to compete. By contrast, the target company preferred to

allocate as much purchase price as possible to goodwill and going concern value which generated capital









13/1

Class IV. Inventory and property primarily held for sale to customers.

Class V. All assets other than Class I, II, III, IV, VI, and VII assets. Class V assets generally include

furniture and fixtures, buildings, land, vehicles and equipment, which constitute all or part of a trade or

business.

Class VI. All IRC Section 197 intangibles except goodwill and going concern value.

Class VII. Goodwill and going concern value (whether or not the goodwill or going concern value

qualifies as a IRC Section 197 intangible).

If an asset sale is subject to IRC Section 1060, the parties must file IRS Form 8594 specifying the

allocation of purchase price among each class of assets. The target company's allocation must match

buyer's allocation. The parties file IRS Form 8594 by attaching it to their income tax returns for the year in

which the sale date occurred.

Resource information

Resource ID: 6-383-6235

Products: PLC US Corporate & Securities, PLC US Law Department, PLC US Tax

This resource is maintained, meaning that we monitor developments on a regular basis and update it as soon as

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Related content

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Standard Documents

Asset Purchase Agreement (Pro-Buyer Long Form) (http://uslf.practicallaw.com/topic6-384-1736)

Asset Purchase Agreement (Pro-Seller Long Form) (http://uslf.practicallaw.com/topic9-515-2164)

Checklists

Asset Acquis ition Checklist (http://uslf.practicallaw.com/topic3-383-2446)

Closing Private M&A Transactions Checklist (http://uslf.practicallaw.com/topic0-382-0992)