Series 79 practice questionhardStock vs Asset Purchases
A target company holds a critical FDA license that is non-transferable. The acquirer wants to ensure continuity of operations. Which acquisition structure is most appropriate?
- AAsset purchase with a simultaneous license reapplication
- BAuction sale under Section 363 of the Bankruptcy Code
- CForward triangular merger
- DStock purchase or reverse triangular merger✓ Correct answer
Explanation
Why D — Stock purchase or reverse triangular merger
When a target holds non-transferable licenses or permits, a stock purchase or reverse triangular merger is preferred because the legal entity holding the license continues to exist. In both structures, the target's legal identity is preserved, so licenses tied to that entity remain in place. An asset purchase or forward triangular merger would require transfer or reapplication of the license, which could disrupt operations.
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