Buying the privately held Business – Asset purchase vs. stock purchase

Most sales of privately held businesses in Massachusetts are really sales of the discreet business assets rather than sales of the business entity. In other words, instead of purchasing all of the stock of XYZ Corporation, the business lawyer will advise that the client purchase the inventory, equipment, trade fixtures, business name and other assets of XYZ Corporation. The reason for structuring the transaction in this manner is simple. In most asset sales, the purchaser ordinarily acquires the assets of the business, but not the liabilities. ( There are certain types of asset sale transactions which can create Successor Liability, provided that certain criteria are met relative to the continuity of business and management, but those situations are the exception, and your business lawyer should review your transaction with you and make sure that you do not fall within this limited area under Massachusetts law.) In a stock sale or other sale involving the purchase of the business entity, the buyer is purchasing both the assets and liabilities of the business. Read More

Massachusetts Joint Venture Contract Considerations

Joint ventures between two or more companies may provide a competitive edge in bidding projects and may also provide permit companies to go after work that neither could perform on their own.

As most business lawyers in Massachusetts can attest however, they are not without pitfalls and requiring careful contract negotiation. Joint venture agreements truly require the ounce of prevention.

While each situation is different and each negotiation will reflect the particular deal structure of the joint venture, there are some negotiating points common to all joint ventures which must be given great attention. Read More