are there buyers for stock deal / ISC meeting /Party Invite November 6, 2025

KEN KIRSCHENBAUM, ESQ
ALARM - SECURITY INDUSTRY LEGAL EMAIL NEWSLETTER / THE ALARM EXCHANGE
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are there buyers for stock deal / ISC meeting /Party Invite
November 6,  2025

You're invited: K&K 2025 HOLIDAY PARTY WILL BE ON DECEMBER 4, 2025 6 PM Old Westbury, NY. RSVP only if coming with Kathleen Lampert at 516 747 6700 x 319 or KLampert@Kirschenbaumesq.com or Diana Henriquez at 516 747 6700 x 328 or email dhenriquez@kirschenbaumesq.com. Space limited so be sure to RSVP if coming asap
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Private meetings at ISC EAST
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We are getting closer to ISC so if you're attending an want to make the time to meet please reserve an appointment time sooner than later.
To arrange a private meeting with K&K and staff at ISC East on November 19 or 20 please contact Kathleen Lampert at 516 747 6700 x 319 or KLampert@Kirschenbaumesq.com or Stacy Spector,Esq at 516 747 6700 x 304 or SSpector@Kirschenbaumesq.com. We are planning half hour appointments between 10:30 and 4:30 on November 19 and 20. If you think you need more time let us know. We look forward to seeing you at ISC; meetings will be outside the hall at the food court area.

are there buyers for stock deal
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Ken:
   Are there buyers that will purchase the stock instead of the ‘assets’, i.e., only the contracts? Due to circumstances, it will be about 10-years before I can switch from a ‘C’ to a Sub-S.
anon
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Response
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   I’ll start by briefly explaining what is meant by a stock deal, as opposed to the more common asset deal. In a stock deal, the buyer is purchasing your personal interest in the business entity, whether it’s shares of stock or membership in the LLC. The buyer in a stock transaction acquires your interest, steps into your shoes, and takes on all the benefits and advantages of ownership, along with all the headaches you may be carrying around. So, along with the assets come the debts; along with the future, comes the past. For this reason, a stock deal, known as an SPA (Stock Purchase Agreement), requires thorough due diligence and a much more detailed agreement when it comes to representations and warranties by the seller.
   In an asset transaction, known as an APA (Asset Purchase Agreement), the buyer purchases only specific assets for a set price, without assuming the seller’s liabilities.
   As you can tell from the question, sellers who report as a C Corp may face additional tax considerations when selling, which sellers of an S Corp may not face. For tax advice, I suggest consulting your accountant, tax advisor, or, if you want the right answer, Mitch Reitman [listed in The Alarm Exchange under Financial Services].
   There are buyers for stock transactions. In fact, sometimes a stock transaction may be the best option, especially when the seller has certain non-transferable licenses or contracts that are essential to the deal and the buyer.
   Understanding the deal, the risks, the motivations, and the legal and financial aspects of the parties involved is crucial. I can tell there’s a problem with the other attorney and party I don't represent as soon as I see an LOI or due diligence request. Too many parties and attorneys try to conduct the same due diligence and draft the agreement in the same way, whether it’s an SPA or an APA. That usually results in nothing more than a waste of time.
   If you’re inclined to reinvent the wheel or try to fit the round peg into the square hole, keep trucking. But if you're ready to buy or sell, the K&K transaction team is here to help. If you need tax advice to see if you’re set up to sell or if there are ways to fix the mess you’ve created, call Mitch Reitman 817-698-9999 ext. 101. After he fixes it, call K&K.

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Ken Kirschenbaum,Esq
Kirschenbaum & Kirschenbaum PC
Attorneys at Law
200 Garden City Plaza
Garden City, NY 11530
516 747 6700 x 301
ken@kirschenbaumesq.com
www.KirschenbaumEsq.com