An “Asset Purchase” is a tool that allows a buyer to know exactly which assets and liabilities are being acquired from the seller. This is much different from a “stock purchase” where the owner of business sells that business in its entirety and effectively walks away at some point. In an asset purchase agreement the seller retains ownership of the stock or business providing the assets, and the buyer must move those assets (and any associated liabilities) to another company or a new entity. Asset purchase transactions can be extremely complicated, and it is important to seek the counsel of an experienced business and contract attorney with the expertise to assist with the negotiation and structuring of the asset purchase contract. The purchase of assets (instead of stock) allows the buyer to avoid complications with minority shareholders who may be uncooperative. Asset purchase agreements may also avoid the complexities of securities compliance.