Rob Walling

It's a huge deal.

It's at least a million dollars in your pocket that would otherwise go to the federal government.

And it's actually more because there's like a 3% Affordable Care Act thing.

Again, I'm not an accountant.

I just know what I've seen happen to my money when I sold and then other founders.

So it's a significant amount of money.

The big question is, do you think you'll hold for three years?

And do you think you will sell your stock versus an asset purchase?

So when an acquirer buys you, sometimes they buy the stock that gives them the liability.

They have to take on the liability then of your company.

If they only buy the assets, then you retain the liabilities.

And there's no hard and fast rule, but I do know generally the smaller the acquisition, the more likely it is to be an asset purchase.

What I don't know is where I'd say that line is.

$5 million and below asset purchase, probably more common.

$8 million, $10 million and below asset purchase, is it more common?

I don't know.

I should probably ask A&R Volset.

I have seen acquisitions in the $8 to $10 million range that were stock purchase agreements, especially when the company was a C-corp and they said, I'm only going to sell shares because I get this tax-free status.

And so that then is a signal to an acquirer that if you are not willing to buy the stock, you want to buy the assets, then don't make me an offer because I'm not going to entertain it because of the significant value

tax savings that I'm going to get if I sell shares.