Frequently Asked Questions

As you probably realized long ago, one of the most effective ways in which to increase margin is through the scale provided by multiple locations. In this introductory article, we describe preliminary considerations around deal structure.

Introduction

When selling a small business, the buyer and seller generally have two options. One, the buyer can buy all of the shares of the operating company being sold from its current owner(s).

Or two, the buyer can buy all of the assets of the operating company from the operating company itself. There are advantages and disadvantages to each of these alternatives. Some of them benefit the buyer and some of them benefit the seller.

Asset Sales vs. Stock Sales

The differences between a stock deal and an asset deal can be very substantial. These differences include the amount of work that must be done by the company’s managers and employees after the deal closes, the potential for unexpected liabilities, tax implications, and other business and legal considerations.

For example, asset deals often have some very substantial benefits for the buyer relating to taxes, corporate formalities, and potential unknown liabilities. They provide the buyer and seller with a lot of flexibility. However, the business interruption that can take place in an asset deal can be prohibitive. Asset deals may require informing and/or renegotiating contracts with employees, customers and suppliers.

Also, the tax issues are particularly important to consider. For example, while an asset deal may be beneficial to the buyer for certain income tax considerations, it may be problematic for other income tax issues. And other tax issues need to be considered as well, such as sales and transfer taxes.

Sometimes one type of deal would benefit the buyer while the other type of deal would benefit the seller. And, unfortunately, often buyers and sellers don’t think about many of these issues until well into the negotiation process.

Understanding the differences between these two types of deals is important and should be thoroughly considered to determine the benefits and drawbacks of both alternatives. It is often a good idea to seek the advice of competent legal counsel early in the negotiation process to determine which type of deal structure would benefit you the most.

Conclusion

HLA routinely handles corporate transactions for healthcare acquisitions and mergers. If you are thinking about purchasing or selling a business and want to learn more, please don't hesitate to contact us with any questions.

MORE ARTICLES BY CATEGORY

Get a Free Case REVIEW

100% Confidential & Secure. Your details are safe with us.

We'll speak soon!

In the meantime, why not find out more about us or visit our blog.

Alternatively, give us a call at (800) 345 - 4125

Oops! Something went wrong while submitting the form.

Guidance for New Entrants on Navigating PBM Audit Complexities

New pharmacy owners face complex PBM audit requirements that demand strict documentation, accurate claims, and ongoing compliance. Establishing strong recordkeeping systems and proactive audit readiness can help prevent costly recoupments and protect long-term network participation.

Read More >>

How Pharmacies Can Challenge Unfair PBM Audit Findings

PBM audits can leave pharmacies facing exaggerated findings, steep recoupments, and even network termination. With the right strategies and legal support, pharmacies can successfully challenge unfair results and protect their business.

Read More >>

Top Red Flags That May Trigger a PBM Audit

PBM audits can be disruptive, costly, and often triggered by high prescription volumes, dispensing irregularities, or claim activity. Pharmacies can reduce risks through strong documentation, compliance, and legal support to challenge unfair findings and protect network status.

Read More >>

Approaching the Telehealth Policy Cliff: Medicare Telehealth Flexibilities to Expire Next Week

Without further congressional action, COVID-19 era telehealth flexibilities are set to expire on September 30, 2025. Read more to learn about what’s set to change and key guidance for telehealth providers to prepare to adapt to pre-pandemic coverage rules.

Read More >>