The sale must also comply with the requirements of the Companies Act 2006 and the measures necessary for it, such as decisions of the board of directors and shareholders, the management of share transfer forms and the resignation and appointment of directors. On this blog, we explain the difference between set and call options. You may agree to accept a specific loan or commitment related to a particular asset under the sales contract, but your commitment is limited to that quantifiable liability, instead of the general form of contingent liability that is accepted when purchasing shares. As a general rule, contracts for the sale of assets are usually preferred by the “buyer” during the transaction. While you should consider the unique details of your business transaction, the two main differences between an asset sale agreement and an entity purchase agreement are taxes and liabilities. Buying or selling a business through the purchase or sale of its assets can be a detailed and complex transaction. At Farleys, we are able to guide you through every step of the sale/purchase: from negotiating and designing Terms Heads of Terms, implementing legal due diligence, negotiating and drafting key transaction documents until the acquisition is successfully concluded. If you are considering an asset purchase or some form of share acquisition such as share purchase, merger or sale, we invite you to contact our experienced lawyers or seek free and substantial advice at 866-631-3470. You benefit from the combined experience of our experienced corporate purchasing lawyers and tax lawyers, who can guide you through the transaction and guarantee the maximum benefits for your business. Instead of acquiring all the shares of a company and therefore both its assets and liabilities, a buyer will very often prefer to take over only certain assets of a company. .