The Revlon Rule resulted from a legal case decided by the Supreme Court of Delaware in 1985. Revlon, Inc. found itself in a hostile takeover, which management and the Board fought hard to defend. Ultimately, a white knight provided a friendly, but lower, bid that the Board accepted. The bid approval was overturned by the Supreme Court of Delaware,...
The basic difference between an APA and SPA is the clear itemization of assets included and excluded in the purchase. When a buyer purchases the shares of a company, this itemization is not necessary because the company's ownership transfers as is, including titles to all assets and liabilities - disclosed or undisclosed. With an asset purchase, the buyer may be selecting only specific assets, leaving behind redundant assets. Thus, the selected assets must be itemized in a schedule to the APA.
Similarly, any material contracts that are assumed, such as key customer contracts, also must be itemized in an APA because they stay with the selling company unless assigned over. As part of due diligence for an asset purchase, a buyer must ensure that all assigned customer contracts do not have specific clauses prohibiting such contract assignments.
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