The assumption of seller liabilities by the buyer in a merger may induce the seller to demand a higher selling price.
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The form of payment does not affect whether a transaction is taxable to the seller’s shareholders.
If the form of acquisition is a statutory merger, the seller retains all known, unknown or contingent liabilities.
Form of payment may consist of something other than cash, stock, or debt such as tangible and intangible assets.
The appropriate deal structure is that which satisfies, without regard to risk, as many of the primary objectives of the parties involved as necessary to reach overall agreement.