Guam Agreement for Sale of all Assets of a Corporation with Allocation of Purchase Price to Tangible and Intangible Business Assets

State:
Multi-State
Control #:
US-1340756BG
Format:
Word; 
Rich Text
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Description

Sales of all or substantially all of the assets of a corporation are regulated by statute in most jurisdictions, and the agreement must be drafted so as to assure compliance with the prescribed procedures and requirements.
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  • Preview Agreement for Sale of all Assets of a Corporation with Allocation of Purchase Price to Tangible and Intangible Business Assets
  • Preview Agreement for Sale of all Assets of a Corporation with Allocation of Purchase Price to Tangible and Intangible Business Assets
  • Preview Agreement for Sale of all Assets of a Corporation with Allocation of Purchase Price to Tangible and Intangible Business Assets
  • Preview Agreement for Sale of all Assets of a Corporation with Allocation of Purchase Price to Tangible and Intangible Business Assets
  • Preview Agreement for Sale of all Assets of a Corporation with Allocation of Purchase Price to Tangible and Intangible Business Assets
  • Preview Agreement for Sale of all Assets of a Corporation with Allocation of Purchase Price to Tangible and Intangible Business Assets

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FAQ

Typically, it is a three-step process:Determining the purchase price (total consideration paid)Identifying the correct assets acquired and liabilities assumed.Calculating the fair market value of those assets and liabilities.

5 Key Steps to Prepare a Purchase Price Allocation After A Business CombinationStep 1: Determine the Fair Value of Consideration Paid.Step 2: Revalue all Existing Assets and Liabilities to their Acquisition Date Fair Values.Step 3: Identify Intangible Assets Acquired.More items...?

Purchase price allocations help to accurately reflect value drivers for an acquired business and help financial statement users understand what each part of the purchased business is worth. It is important to highlight that not all acquired targets are subject to being recorded as a business combination.

The basic calculation is: Goodwill = Equity Purchase Price Seller's Common Shareholders' Equity + Seller's Existing Goodwill + Other Adjustments to Seller's Balance Sheet. The Seller's existing Goodwill is always written down to $0 because its fair market value is $0.

Purchase price allocation (PPA) is an application of goodwill accounting whereby one company (the acquirer), when purchasing a second company (the target), allocates the purchase price into various assets and liabilities acquired from the transaction.

Allocating the purchase price, or total sale price, of a business among the various assets of the business (asset classes) is necessary for tax purposes when a business is sold. This is the case regardless of whether the sale is structured as a stock sale or an asset sale.

5 Key Steps to Prepare a Purchase Price Allocation After A Business CombinationStep 1: Determine the Fair Value of Consideration Paid.Step 2: Revalue all Existing Assets and Liabilities to their Acquisition Date Fair Values.Step 3: Identify Intangible Assets Acquired.More items...?

The steps to performing purchase price allocation (PPA) are the following:Assign the Fair Value of Identifiable Tangible and Intangible Assets Purchased.Allocate the Remaining Difference Between the Purchase Price and the Collective Fair Values of the Acquired Assets and Liabilities into Goodwill.More items...

Purchase price allocations help to accurately reflect value drivers for an acquired business and help financial statement users understand what each part of the purchased business is worth. It is important to highlight that not all acquired targets are subject to being recorded as a business combination.

Allocating the purchase price Subsequently, the financial reporting standards (RJ and IFRS) require that the purchase price paid (in a business combination) needs to be allocated to the assets acquired and liabilities assumed, a process that is also referred to as a 'purchase price allocation' or PPA.

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Guam Agreement for Sale of all Assets of a Corporation with Allocation of Purchase Price to Tangible and Intangible Business Assets