Asset Acquisitions for C Corporations

Summary

This practice note discusses asset acquisition transactions involving C corporations. This overview will guide you through the applicable federal and state asset acquisition rules. The rules will vary depending on the types of entities (e.g., C corporations, S corporations, partnerships) involved as buyer and seller. This practice note also evaluates the advantages and disadvantages of an asset acquisition. You should pay special attention to the chart of terms, which will assist you in understanding the backbone of an asset acquisition transaction—the asset purchase agreement. Best practices dictate that you assemble all members of your tax, legal, and accounting team to work thorough the contract's terms. You should bear in mind that in asset acquisitions, the transferor's assets and liabilities do not automatically transfer to the transferee by operation of law. Instead, it is your job to outline the terms of the specific transfers of assets and liabilities in the asset purchase ...