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If the merger or acquisition is the result of a stock purchase and employees are absorbed by the new entity, any current employment forms may remain intact unless substantive changes need to be addressed (e.g., policy changes, benefits changes, nondisclosure agreements, change in job duties or pay).
An asset acquisition strategy is when one company buys another company through the process of buying its assets, as opposed to a traditional acquisition strategy, which involves the purchase of stock.
In an asset purchase, the buyer agrees to purchase specific assets and liabilities. This means that they only take on the risks of those specific assets. This could include equipment, fixtures, furniture, licenses, trade secrets, trade names, accounts payable and receivable, and more.
The employees who are employed by the target entity will generally come with the transaction, like a stock purchase. If certain employees at the seller/parent company provide significant services to the target entity, then the transaction will act like an asset purchase with respect to this group of employees.
At the closing of an asset purchase, employees of the seller are generally terminated as employees of the seller, and after closing, those employees are rehired by the purchaser.
Provisions of an APA may include payment of purchase price, monthly installments, liens and encumbrances on the assets, condition precedent for the closing, etc. An APA differs from a stock purchase agreement (SPA) under which company shares, title to assets, and title to liabilities are also sold.
While buyer's counsel typically prepares the first draft of an asset purchase agreement, there may be circumstances (such as an auction) when seller's counsel prepares the first draft.
By definition, employees are not assets since companies do not have control over them. Workers must convert raw materials be they commodities or blank computer screens into finished inventory to be paid, but if these workers want to quit, they can take their skills and training with them.
An asset purchase involves the purchase of the selling company's assets -- including facilities, vehicles, equipment, and stock or inventory. A stock purchase involves the purchase of the selling company's stock only.
An asset purchase agreement is exactly what it sounds like: an agreement between a buyer and a seller to transfer ownership of an asset for a price. The difference between this type of contract and a merger-acquisition transaction is that the seller can decide which specific assets to sell and exclude.