"Lanny Williams, CPA" <lanny[at]expatriatetax.net> wrote:
- quote -

I think it depends on the context. When I've seen the
phrase it generally refers to an ongoing business. To sell
substantially all the assets of the business means to sell
the business as a going concern and all the assets that are
necessary for the business to keep functioning. A specific
percentage would not fit the bill in this kind of situation.

Stu

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Cory wrote:
- quote -

I don't believe you can put a definitive percentage to this.
Such determinations are always a "facts and circumstances"
issue, thus making them unique to each case. I would say
than "substantially all" assets would be everything that can
readily be sold or otherwise disposed of without actually
trashing it. Any remaining assets should be of
insignificant importance to either the financial condition
of the entity or the operations of the business.

Lanny K. Williams, CPA
Nawarat, Williams & Co., Ltd.
Income Tax Services for Expatriate Americans

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Cory <REMOVEcorycomerford[at]gmail.comREMOVE> wrote:

- quote -

Not all that long ago, there were any number of leveraged
buyouts where the cash accumulated by the target (company
being acquired) was a large part of the incentive; some
companies paid out large extraordinary dividends in order to
make themselves less attractive to potential acquirers.

Seth

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"John" <John[at]john.com> wrote:

- quote -

Cash is excluded because who actually buys cash?

Substantially all is 90%.

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"John" <John[at]john.com> wrote:

- quote -

It seems to me that it would include everything unless it is
specifically excluded. My experience is that you get as
specific as you can on contracts such as this to avoid any
questions at all.

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"John" <John[at]john.com> wrote:

- quote -

The world is not ready for another David Woods. Having said
that, there MANY SPECIFIC references in the code and
regulations as to what the percentage is.

--
David M. Woods, EA, ChFC, CLU
Woods Financial Services
Norwood, MA 02062
www.woods-financial.com

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"John" <John[at]john.com> wrote
- quote -

It's probably designed more on the side of avoiding
litigation. If I were to buy a business, and we agreed that
I was buying all assets, and you walked off with the picture
of your wife and kids that was on your desk, then I'd
probably sue for the picture frame......as that could have
been (and probably was) a company asset.

It is always a prudent thing to have a written listing of
the specific assets that are being bought. It should be
specific enough to identify those assets included in the
sale, but loose enough to allow for breakage /consumption.
As in a bar or resturant where there is breakable glassware,
or in the listing of office/sales supplies.

- quote -

Please don't.

--
Paul A. Thomas, CPA
Athens, Georgia
taxman at negia.net

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"John" <John[at]john.com> wrote:

- quote -

Laws written by lawyers designed to be vague enough to put
lawyers' children through school and the orthodontist?
Pshaw!

Some context would help. Standing alone it sounds like
Unified Commercial Code terminology, possibly involving bulk
sales?

--
Phil Marti
Clarksburg, MD

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I know a definitive answer is probably too much to ask for,
but I can hope...

"Sales of all, or substantially all, assets" is a common
phrase. What assets are meant; all assets including cash
(how does one sell cash?), all assets excluding cash (why is
cash excluded?), or operating assets? What percentage of
assets is "substantially all", 51%, 99%? Or is it all vague
and designed to elicit litigation?

If someone can point to a definitive reference for this, I
will name my next child after you.

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