Legal Question in Business Law in Illinois

Most acquisitions by small businesses are asset purchases for various tax and liability issues. Assuming that there are no significant assets that are unable to be transferred (such as non-assignable contracts or business licenses), there is little reason from a buyer's standpoint to buy the stock. If you are suggesting that you buy both the assets AND the stock, I have never seen that done. It would present a bit of a logistical problem, though it could be solved. If you buy the assets for $100,000, the corporation then has $100,000. At that point, assuming the S corp has no other assets or liabilities, you would need to pay $100,000 for the shares of the S corp since it has that much sitting in cash. Instead, you could wait a day, have the S corp distribute the $100,000 to its shareholder and then buy the stock for $1. But I see no point in doing that. I assume you are working with a business attorney. I suggest you ask what he thinks since he will have a fuller picture of the situation.