Is it better to buy assets or buy stock?

It depends on the transaction. Asset purchases generally give the buyer more control over which liabilities are assumed and can offer tax advantages, while stock purchases are sometimes preferred where contracts, licenses, or permits are difficult to reassign. The choice should be evaluated against the specific target's liabilities and contracts.

What is an escrow or holdback in an acquisition?

An escrow or holdback sets aside a portion of the purchase price, held by a third party or withheld by the buyer, to secure the seller's indemnification obligations or post-closing price adjustments for a defined period.

What is a working capital adjustment?

It is a mechanism that adjusts the purchase price based on the business's actual working capital at closing compared to an agreed target, ensuring the buyer receives a business with the level of working capital the price assumed.

Can I use a business purchase to qualify for an E-2 visa?

Acquiring an operating business can support an E-2 filing where the enterprise is active, the investment is substantial relative to its cost and the investor will direct and develop it. The purchase agreement and closing structure should be reviewed against E-2 requirements before signing.

How long does a typical acquisition take to close?

Timelines vary widely with deal size and complexity, but privately held business acquisitions commonly take several weeks to a few months from letter of intent to closing, driven mainly by the diligence and financing timeline.

What are disclosure schedules and why do they matter?

Disclosure schedules qualify the seller's representations and warranties by listing specific exceptions, such as pending disputes or non-standard contracts. An incomplete disclosure schedule can expose the seller to an indemnification claim after closing.

Business Acquisitions & M&A Attorney

Deal structure, diligence and documentation for business acquisitions, sales and mergers.

M&A for privately held Florida businesses

Most acquisitions in the firm's practice involve privately held companies: restaurants, franchises, service businesses, professional practices and small to mid-size operating companies. These deals move faster than public transactions but carry comparable risk if the documents are thin.

The work spans structuring, diligence, drafting and closing, coordinated with tax and, where relevant, immigration counsel so the transaction supports the buyer's or seller's broader goals.

Choosing a deal structure

Asset purchase: the buyer acquires specific assets and liabilities, generally offering more control over what is assumed.
Stock or membership interest purchase: the buyer acquires the entity itself, including its full history of liabilities unless addressed contractually.
Merger: used less often in smaller deals, typically for more complex or multi-party transactions.
The right structure depends on liability exposure, tax treatment, contract and license assignability and the parties' negotiating leverage.

Diligence, protection and price adjustment mechanisms

Diligence confirms what is actually being bought. Reps and warranties, indemnification and escrow or holdback arrangements allocate risk for what diligence cannot fully verify, while working capital adjustments true up the purchase price to the business's actual condition at closing.

Cross-border and investor-visa coordination

Foreign buyers acquiring a U.S. business often intend to use the acquisition to support an E-2, L-1, or EB-5 filing. The purchase agreement, closing timeline and post-closing operating plan should be built with the immigration filing's evidentiary requirements in view from the outset.

How the firm handles an acquisition or sale

1
Structure
Assess asset versus stock structure, tax posture and any immigration timeline.
2
Letter of intent
Negotiate the key business terms before full documentation begins.
3
Diligence
Coordinate legal, financial and operational review of the target.
4
Documentation
Draft and negotiate the purchase agreement, disclosure schedules and ancillary documents.
5
Closing
Finalize funds flow, escrow and closing deliverables, then support post-closing integration.

Acquisition sequence

The usual order of a Florida business purchase, from first terms to the period after closing.

01
Letter of intent
Price framework, structure and exclusivity, before expense is incurred.
02
Due diligence
Corporate, financial, contract, employment, lease and liability review.
03
Definitive agreement
Asset or equity purchase terms, representations and post-closing protections.
04
Closing and integration
Consents, filings, transfers and the transition after the transaction.

General sequence only. It is not legal advice and does not predict eligibility, cost or timing in any particular matter.

Answers

Frequently asked questions

Is it better to buy assets or buy stock?: It depends on the transaction. Asset purchases generally give the buyer more control over which liabilities are assumed and can offer tax advantages, while stock purchases are sometimes preferred where contracts, licenses, or permits are difficult to reassign. The choice should be evaluated against the specific target's liabilities and contracts.
What is an escrow or holdback in an acquisition?: An escrow or holdback sets aside a portion of the purchase price, held by a third party or withheld by the buyer, to secure the seller's indemnification obligations or post-closing price adjustments for a defined period.
What is a working capital adjustment?: It is a mechanism that adjusts the purchase price based on the business's actual working capital at closing compared to an agreed target, ensuring the buyer receives a business with the level of working capital the price assumed.
Can I use a business purchase to qualify for an E-2 visa?: Acquiring an operating business can support an E-2 filing where the enterprise is active, the investment is substantial relative to its cost and the investor will direct and develop it. The purchase agreement and closing structure should be reviewed against E-2 requirements before signing.
How long does a typical acquisition take to close?: Timelines vary widely with deal size and complexity, but privately held business acquisitions commonly take several weeks to a few months from letter of intent to closing, driven mainly by the diligence and financing timeline.
What are disclosure schedules and why do they matter?: Disclosure schedules qualify the seller's representations and warranties by listing specific exceptions, such as pending disputes or non-standard contracts. An incomplete disclosure schedule can expose the seller to an indemnification claim after closing.

Official sources

Consult the official sources above for current rules and procedures.

Business Acquisitions & M&A