USA Company acquiring all of the stock of another company

[DEW]

Hi

I work for a small business that has a single owner. In an effort to grow the business, the owner has identified a target company to acquire. The owner wants to cut a check from the company he currently owns for all of the shares of the target company. If you are buying all of the shares of the target company, aren't you essentially buying all of the assets and liabilities of the company with any difference between price and asset and liability values going to goodwill?

The owner is telling me we won't acquire any of the assets of the company so in my mind, we are essentially buying their book of business.

Any help is appreciated.

Thank you

 

[anan.clippingtimes@gmail.]

Hi

I work for a small business that has a single owner. In an effort to grow the business, the owner has identified a target company to acquire. The owner wants to cut a check from the company he currently owns for all of the shares of the target company. If you are buying all of the shares of the target company, aren't you essentially buying all of the assets and liabilities of the company with any difference between price and asset and liability values going to goodwill?

The owner is telling me we won't acquire any of the assets of the company so in my mind, we are essentially buying their book of business.

Any help is appreciated.

Thank you

Yes, when buying all shares, you're typically acquiring both assets and liabilities, with the difference being goodwill. If the owner isn’t acquiring assets, they may be focusing on the business's operations (book of business) rather than physical assets, which requires specific structuring to exclude certain liabilities or assets.