A business buyer wants to acquire a business including all rights, obligations, and assets. What type of transaction should they pursue?

In a scenario where a business buyer wishes to acquire all rights, obligations, and assets associated with the business, pursuing a stock sale is the appropriate choice. In a stock sale, the buyer purchases the shares of the company, thereby acquiring not just the assets but also the company’s existing liabilities, rights, contracts, and overall corporate structure. This type of transaction provides the buyer with ownership of the entire company, which includes any existing contracts with employees, customers, vendors, and any legal obligations.

Additionally, in contrast to an asset sale, where only specific assets and liabilities must be identified and transferred, a stock sale simplifies the process since the buyer steps directly into the shoes of the selling entity. This means that the organizational continuity is preserved and the business continues to operate as before, even though there is a change in ownership.

While other options like a proprietary lease or a rights lease pertain to specific arrangements and rights often related to real property or specific transactions, they do not encompass the comprehensive acquisition of an entire business entity as a stock sale does. Therefore, for a buyer looking to acquire complete control over a business, including its debts and relationships, a stock sale is the correct path to pursue.