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When: Sep 4, 12
Who: Staff
With: No Comments »

When selling or purchasing a business a major consideration for both the purchaser and the seller is whether to structure the transfer by way of share transfer or asset sale with both having advantages and disadvantages.

An asset sale is where each individual asset of a company is transferred or passed by delivery from the seller to the purchaser. This method can suit certain types of company where it is the infrastructure of the company which is desired by the purchaser or where only certain assets are required.  It can also be suitable where there are certain liabilities of the company which the purchaser does not wish to acquire.

A share sale is where the shareholding of the target company is transferred to the purchaser.  The trading name remains the same, the employees’ contracts remain intact, the entire company’s assets and liabilities are transferred. This type of transaction can have many benefits particularly in relation to stamp duty however it may not always allow the purchaser to fully step into the shoes of the vendor where key contracts contain change of control clauses which void the contract on transfer of a certain percentage of shares.

At Kieran McCarthy & Co. we have a wealth of experience of mergers, sales and acquisitions of businesses.  We will advise you fully on the options that best suit you and your business.  For further advice in relation to share transfers and the purchase or sale of a business contact Nuala Teahan, Solicitor on 021-4275220 or by email at nteahan@kmccarthysolicitors.ie

 

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Kieran McCarthy & Co. Solicitors
Floor 3B, 6 Lapps Quay, Cork.
t: 021 427 5220 | f: 021 427 5250

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