Historically, we have found that asset sales are more popular because it is inevitably difficult for a buyer to ensure that he has quantified the risk of any potential liabilities he might assume when buying the business. The company is a legal entity and remains responsible for its previous actions, even if the shareholders change. This can be a major problem for potential historical liability risks (take into account miscalculated taxes or current examples of miscalculated vacation wages) and for problems the seller does not even know about. A buyer may feel comfortable combining due diligence and the comfort of guaranteed protection/compensation – but this can run counter to a supplier who wants to take his money and run. The sale of assets allows the «cherry» parts on the assets and liabilities transferred to the buyer, and the risk of «unknowns» is greatly reduced. If you have chosen to sell your business, or if you have had someone offer you to buy, then before going too far, you need to consider the best structure for your sale. It is important to remember that you have more than one option at your disposal. Normally, the only real difficulty for shareholders who sell private companies is to agree on the price. Once this is done, the mechanics of a transaction are quite simple. There may be «Drag Along» or «Tag along» clauses, which means that other shareholders may also be required to sell or may require the buyer to acquire their shares.

It is a simple subscription contract for new shares in which the buyer does not need full guarantees on the condition of the company. He or she should already know the company very well, trust existing shareholders or buy at a price that greatly reduces risk. It is therefore an ideal document for situations such as: additional participation of an existing shareholder, employee buy-in or the entry of a parent into a family business. The document is suitable for companies in each sector and subscriptions of all sizes. Sometimes the agreement can say that if the other shareholders do not want the shareholder who sells, then the company will buy the shares and then resign.