Series 79 practice questionmediumStock vs Asset Purchases
A private equity firm is considering acquiring a manufacturing company that has significant environmental liabilities from legacy operations. Which acquisition structure would best allow the PE firm to avoid assuming these legacy liabilities?
- AStock purchase
- BReverse triangular merger
- CAsset purchase✓ Correct answer
- DDirect statutory merger
Explanation
Why C — Asset purchase
An asset purchase allows the buyer to select specific assets and liabilities, generally providing the best protection against assuming unwanted legacy liabilities. In a stock purchase or merger, the buyer acquires the entire entity including all of its liabilities, whether known or unknown. However, even in an asset purchase, certain environmental liabilities may transfer under CERCLA and state environmental successor liability laws.
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