SELLING YOUR BUSINESS

By: Daniel J. Fetter, Esq.



You accepted an offer to sell your business. The buyer has proposed to purchase your company's assets. You are thrilled with the value the buyer has placed on the business and don't pay attention to the transaction structure, i.e., asset vs. stock. As the closing approaches, you begin to discuss how the purchase price will be allocated among those assets sold and suddenly you realize the purchase price was deceiving. 


Deal Structure: Asset vs. Stock Sales


For tax (and non-tax) reasons buyers typically prefer an asset purchase while sellers prefer to sell their stock in the target company.  


Asset Sale


The purchase price allocation is the process in which the buyer and seller assign a value to the assets to be sold. This determines: (1) seller’s income tax liability; (2) buyer’s tax basis in the acquired assets; and (3) how quick the buyer can depreciate or amortize those assets to recognize future income tax savings. Generally speaking, what is good for the seller is bad for the buyer, and vice versa. 


Seller's gain on the sale of assets will result in a combination of capital gains tax rates (up to 20% federal) and ordinary income tax rates (up to 37% federal). In order to keep the tax bill low, seller will prefer to allocate more of the purchase price to goodwill and other intangible property taxed at the lower capital gains rate, which subjects buyer to a 15-year amortization period.


Buyer will prefer to allocate the purchase price among those assets which can be depreciated in the short-term (e.g., vehicles and equipment), which subjects seller to ordinary income tax rates. 

 

An asset sale is the more common deal structure, and if the buyer insists on purchasing assets over stock, then seller may have leverage to negotiate an increased purchase price to account for the higher tax bill.  


Stock Sale 


If selling stock of the target company only, no purchase price allocation is needed. Seller’s gain on the sale of stock is taxed at the capital gains tax rate. Buyer loses the ability to step up the tax basis in the acquired assets and assumes the target company's depreciation history. If the company's assets are fully depreciated, buyer receives no future tax savings.


Be mindful of the deal structure and do not wait until the 11th hour to negotiate the purchase price allocation. 


   

Contact Our Business Attorney in Syracuse, NY

   

If you’re ready to sell your business, make sure you get the legal help and guidance you need from the legal team at Scolaro Fetter Grizanti & McGough, P.C. Our experienced team can help explain the process of a business sale to you and oversee everything involving your transaction. We provide expert counsel for business clients, dealing with complex cases like a business sale. Scolaro Fetter Grizanti & McGough, P.C. is a trusted business attorney you can count on in Syracuse, NY to navigate the complex tax laws surrounding a business transfer. Consult with a business contract attorney in Syracuse, NY to make sure you can resolve any potential legal disputes or pitfalls during the business sale process. Contact Scolaro Fetter Grizanti & McGough, P.C. today to assist your business in Syracuse, NY and throughout New York State.
 

This article is intended to be for informational and discussion purposes only and is not to be construed as legal advice or as a legal opinion on which certain actions should or should not be taken.


This article is intended to be for informational and discussion purposes only and is not to be construed as legal advice or as a legal opinion on which certain actions should or should not be taken.


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Costello, Cooney & Fearon and Scolaro Fetter Grizanti & McGough Unite to Form Costello Cooney Fearon & Fetter

By proadAccountId-1002189 • October 14, 2025
SYRACUSE, NY (October 8, 2025) – Two leading law firms in Central New York, Costello, Cooney & Fearon and Scolaro Fetter Grizanti & McGough, are pleased to announce their combination, effective Jan. 1, 2026. Costello Cooney Fearon & Fetter will build upon a combined 175 years of legal tradition in Syracuse while establishing a stronger foundation to serve clients across the region and beyond. This combination represents more than the joining of two firms; it marks the uniting of two longstanding legal legacies deeply rooted in the Central New York Community. From advising local businesses and municipalities to guiding families through generations of change, both firms share a common history of helping the region grow and thrive. “Bringing our firms together unites the collective strength of two highly successful practices with a shared vision for delivering the highest quality client service. This combination will allow us to offer a broader range of legal services to meet the evolving needs of our present and future clients.” – Jeffrey M. Fetter, Chief Executive Officer of Scolaro Fetter Grizanti & McGough With over 45 attorneys practicing throughout New York State, the firm will offer expanded strength in litigation, business and tax law, mergers and acquisitions, estate and trust planning and administration, municipal and education law, real estate, family law, healthcare, agricultural law, and more. “This is an important and exciting moment for both of our firms. Combining with Scolaro Fetter Grizanti & McGough strengthens the services we can provide to our clients and creates new opportunities for our attorneys and staff. Having been with Costello, Cooney & Fearon for more than 35 years, I see this as one of the most meaningful steps we’ve taken to ensure the continuity of the quality and depth of our practice and a vibrant future for decades to come. We have long respected the work of Scolaro Fetter Grizanti & McGough, and now we look forward to growing together as one firm.” – John R. Langey, Chief Executive Officer of Costello, Cooney & Fearon A Shared Legacy, A Stronger Future Costello, Cooney & Fearon has been part of the Syracuse legal landscape since 1896, known for its innovative, collaborative approach and broad range of practice areas. Founded in 1979, Scolaro Fetter Grizanti & McGough has built a respected reputation, spanning several states, for its sophisticated work in business, tax, and estate planning. Together as Costello Cooney Fearon & Fetter, the firm will continue to serve as a proud partner in the Central New York Community, offering the full-service capabilities of a large firm while maintaining the personalized attention and client relationships that have long defined both organizations. Clients can expect a seamless transition, continuing to work with the attorneys they know and trust – now backed by a deeper bench of talent and experience. Additional details about the firm’s combined operations will be shared in the coming weeks. About Costello Cooney Fearon & Fetter Costello Cooney Fearon & Fetter will be a full-service law firm with offices in Syracuse, Albany, and Cazenovia, N.Y. and Stuart, Fla. With deep roots in Central New York and serving clients throughout several states, the firm will provide forward thinking legal counsel to businesses, municipalities, educational institutions, and individuals, while remaining committed to the communities it has proudly served for generations.

CLIENT ALERT: Protect Your Property from Deed Fraud in Florida

August 21, 2025
Stewart M. McGough, Esq. Deed fraud is increasing rapidly in Florida. Criminals have been forging property deeds to unlawfully transfer ownership and sell properties without the real owner's knowledge. Any property owner may be affected, including homeowners, and the legal costs to reverse this type of fraud can be substantial. To help combat this risk, Florida law now requires each county Clerk of Court to provide a Property Alert Service . This free service notifies you when a document such as a deed is filed under your name or your property's legal description. Steps You Should Take Register for Property Alerts Visit the official Florida Court Clerks website: https://www.flclerks.com/page/PropertyAlertServices Choose Your County (or Counties) Click the link for each county where you own property. Complete the online registration with your name and property information. Watch for Notifications If someone files a deed involving your property, you will receive an alert by email, text, or phone depending on the county. If the filing is legitimate, no action is needed. If it appears fraudulent, contact the Clerk immediately and consult an attorney to prevent the deed from being recorded. Why This Matters Deed fraud can occur silently and without warning. Registering for alerts gives you immediate notice so you can respond before the fraud is finalized and your property is illegally transferred.  Please take a few minutes to register today. This simple step can protect your property and avoid major legal complications.