Our Blog

Asset Purchase or Equity Purchase: Pros and Cons of Each

Mar 16, 2026 Adam Blaier, Esq.

business acquisition being done in tri-state area

When buying or selling a business, one of the most important decisions is how the transaction will be structured. In most mergers and acquisitions (M&A), a deal is structured as either an asset purchase or an equity purchase (referred to as a stock purchase for Corporations or membership interest purchase for LLCs).

Although both approaches ultimately transfer control of a business, the legal, tax, and liability implications can be dramatically different. The choice between these two structures affects issues such as: (i) liability exposure (ii) tax consequences; (iii) transfer of contracts and licenses; (iv) regulatory approvals (if any); and (v) negotiation dynamics between buyer and seller

Understanding the pros and cons of each structure is critical for entrepreneurs, investors, and business owners considering a transaction. This blog gives a practical overview of asset purchases vs. equity purchases and how each structure works.

Navigating a Shareholders Agreement

Oct 10, 2024 Adam Blaier, Esq.

In the world of closely held corporations, a Shareholders’ Agreement (or Stockholders’ Agreement) is a pivotal document that governs the relationship among the shareholders of the corporation. A shareholders’ agreement may not be proper for every corporation. However, it is highly recommended for small and medium-sized businesses. Understanding the key elements of this agreement is crucial for any shareholder or prospective investor in a corporation. This blog from our business lawyers provides a high-level overview of the common provisions found in a shareholders’ agreement.

Tax Status Flexibility for LLCs: What You Need to Know

Jan 22, 2024 Adam Blaier, Esq.

paper-with-llc-on-chart-with-calculator-pen-and-magnifier

For entrepreneurs and business owners, choosing the right business structure is a pivotal decision. Among the options, Limited Liability Companies (LLCs) stand out for their flexibility, especially regarding tax status. This flexibility allows LLC owners to align their business structure with their financial and operational goals. This blog post from our business lawyers discusses the different tax statuses that an LLC may elect.

The Benefits of S-Corps

Jan 6, 2024 Adam Blaier, Esq.

business attorney setting up an S-Corp from her desk

Anyone starting a new business is faced with a lot of decisions. Arguably the most important is choosing the business entity type and tax status. Business lawyers and CPAs will present entrepreneurs with several options to choose from depending on the legal entity, including “S” election.

Each type of legal entity has its benefits and limitations. Technically, there’s no legal entity called an “S-Corp.” A company that makes an “S” election for tax purposes is typically referred to as an S-Corp. However, various types of legal entities including LLCs and Corporations can elect S-Corp status. This blog from our business lawyers will discuss the benefits of “S” election.

Should Your Startup Be an LLC or Corporation?

Jan 3, 2024 Adam Blaier, Esq.

Search Google for the best legal entity for your new startup, and you will get different opinions. Startup advisors and CPAs will probably recommend a limited liability company (LLC). That’s because an LLC isn’t subject to double taxation and is easier to set up.

On the other hand, many startup lawyers will recommend the C-Corporation structure (typically a Delaware C-Corp) because corporate law is typically more “stable,” equity (stock) ownership is passive, and the entity is more structured.

How you choose to incorporate your startup business will have massive implications down the road. This blog from our business lawyers explores the basic advantages and disadvantages of each option.

Making Sense of Wyoming LLCs

Jan 1, 2024 Adam Blaier, Esq.

Forming a limited liability company is one of the most important foundational decisions a business owner makes. While many entrepreneurs default to forming an LLC in their home state, Wyoming LLCs have gained national popularity due to their tax treatment, privacy protections, and low administrative burden.

That popularity, however, has also led to misuse and misunderstanding. A Wyoming LLC can be an excellent tool in the right circumstances, but it is not a one-size-fits-all solution. Below, we break down what Wyoming LLCs offer, why they are attractive, and when they may not be the right choice.