There are situations wherein acquiring a pharmacy via a stock sale is required. Examples include contracts which will carry on in the stock sale, pharmacy is located in a Heat Zone or the seller is requiring it as part of the sale due to their corporate structure. Unfortunately a stock sale is not typically beneficial to you the buyer. Below are some items to consider when structuring a stock sale.
First, work with an accounting professional to determine if the stock sale will qualify for a 336 or 338 election. This allows you as the buyer to treat the stock sale as an asset sale for tax purposes.
Second, pay attention to accounts receivable. Does the seller really know what the actual accounts receivable is? Many sellers do not track this and as such you may not receive all the accounts receivable you thought you would.
Lastly, make sure the inventory on the balance sheet is fairly accurate. You do not want to make offer that includes inventory and then receive half the inventory you thought you were going to get.
