Podcast (E11): Is a Stock Deal a good structure for your deal?

We are often asked what makes a deal successful? We decided to share our thoughts and experiences to help buyers and sellers have a more successful deal making process.

This blog is for informational purposes only. This blog is not legal advice, and no attorney – client relationship is intended or formed by this blog.  For more information or to contact an attorney at Foreman Law, please email info@goforemanlaw.com.

Is a Stock Deal a good structure for your deal?

What is a Stock Deal? A transaction in which the buyer purchases stock or other ownership interests in the target company directly from the selling owners.


  • Buyer Risk:
    • Buyers generally dislike stock deals because the purchased entity retains all of its liabilities (except for those that are paid off at closing). It can also be more difficult to purchase only certain assets of the seller, if the buyer doesn’t wish to purchase all of the target company’s assets. To reduce the risk, the buyer will need to do more due diligence and have stronger contractual protections from the selling owners.
  • Buyers Tax Treatment:
    • Buyers generally receive less beneficial tax treatment in a stock deal than an asset deal because the buyer retains the seller’s depreciated basis in the assets. In certain circumstances a tax election could be made to treat the purchase as an asset deal, which might improve the buyer’s tax treatment. Check with your tax advisor for details.
  • Sellers Tax Treatment:
    • Sellers generally prefer stock deals because they will generally pay less taxes and more of the gain on sale will be taxed under favorable capital gains tax rates
    • Often, there will be a mix of tax rates for the seller based on what is taxed as ordinary income, short term capital gains and long term capital gains).
    • Some C-corporations may qualify for small business stock (QSBS ) treatment that could allow for the exclusion of a substantial amount of the sale proceeds from taxable income.
    • Get a tax analysis early in the process.
  • Third Party Involvement:
    • Generally, with a stock deal, there are fewer consents to obtain from third parties than with an asset deal.

Top Take Aways

  • Sam — Get your team involved early. This will help you think through your priorities and choose the best type of deal for you.
  • Jacob — Lean on others who have done deals like this before. They will know what to look for and what the advantages and disadvantages are of a stock deal.

Wellness Tip! Sleep on it! Make sure you have enough space in your deal schedule for good sleep. It improves your decision making, cognition, lowers your stress and improves your overall experience.


No Legal Advice or Lawyer-Client Relationship

Do not send any confidential or protected information to Foreman Law LLC through our website or in any other way unless one of our attorneys authorizes you to do so. Sending confidential or other information to us will not create any lawyer-client relationship, and will not obligate us to enter such a relationship with you. Additionally, sending us that information without entering an lawyer-client relationship with us will not prevent us from representing someone else in connection with the matter in question or a related matter, and will not obligate us to keep such information confidential. By sending us an email, you confirm that you have read and understand this disclaimer.