Entrepreneurship Through Acquisition: A Legal Guide to Buying a Small Business

October 15, 2025

by a professional from Villanova University - Villanova School of Business in West Chester, PA, USA

Hello dealmakers! I am so excited to share more about the upcoming release of my new book, Entrepreneurship Through Acquisition: A Legal Guide to Buying a Small Business. This book shares my personal experiences and perspectives from navigating small business transactions. As you begin your entrepreneurship journey, there are many factors to consider when approaching an acquisition. I want to share a little more about what to expect in our chapter on types of business acquisitions. This chapter explores the different types of acquisitions that can occur. Asset Purchases versus Stock Purchases What is the difference? Asset Purchases The buyer typically acquires certain assets. This provides flexibility because the buyer can select which assets to purchase and which liabilities to assume. However, this structure can sometimes result in higher transfer taxes and is best suited in select situations where the assets are easy to transfer. Stock Purchases The buyer acquires all assets, rights, and liabilities. This structure often allows for simplicity and an easier transition process. However, it requires more extensive due diligence to uncover any undisclosed liabilities or issues. There are unique advantages and disadvantages to both purchase options. Deciding which structure to pursue depends on the specific deal and requires careful analysis and informed decision making. To learn more about choosing the right type of business acquisition for you, join the waitlist for my upcoming book. When you join, you will receive complimentary access to the first chapter. Join here: https://www.deanstreetlaw.com/links

Reply by a professional
from University of Virginia in Holmes, NY 12531, USA

Laura, congratulations, looking forward to the book! And Sam, it’s a great point. In particular, for buyers, while it’s not always an option, there’s very often the opportunity to have an equity purchase taxed as a deemed asset sale (indeed, that’s actually the default if purchased entity is a disregarded entity). Especially in those cases where most of the purchase price is general intangibles and goodwill, one can get pretty close to the best of both worlds for both parties (long term cap gains treatment on most of the price for the seller, stepped-up basis and depreciation benefits for buyer). All the best, Matt

Reply by a searcher
from Lancaster University in Sydney NSW, Australia

One thing I’d add is that in practice, many small business deals fall somewhere between a pure asset or stock purchase. Hybrid structures are common, especially when licences, contracts, or employees need to carry over smoothly but the buyer still wants to limit certain liabilities. Tax treatment, regulatory requirements, and deal size can all influence the choice, so it’s rarely a one-size-fits-all decision.

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