IF THE TARGET ENTITY IS AN S CORPORATION, AN LLC, A PARTNERSHIP OR A SOLE PROPRIETORSHIP ...

摘要

... the transaction is almost always structured as an asset sale. In an asset sale the seller generally retains cash and accounts receivable but is responsible for full payment of all liabilities prior to closing, including bank debt, accounts payable and accrued taxes and expenses. Some acquirers take the stance that some working capital in the form of cash and accounts receivable should be a part of the acquisition with no additional consideration.