on the meaning of this phrase. We disagree with Sachs's argument that the sale of only UPCM's stock and not its real property assets automatically places this transaction outside the reach of UREBA. Despite the fact that stocks or shares in a corporation are generally considered personal property, there are occasions when their transfer is entirely secondary to the transfer of real property assets. See J.I. Kislak v. Carol Mgmt. Corp., 7 A.D.2d 428, 184 N.Y.S.2d 815, 318 (N.Y.App.Div.1959) ("A sale of all of the stock of a corporation has been held to be a sale of its assets.") (internal quotation marks omitted). A number of jurisdictions analyze such transactions in terms of their substance rather than their form. See, e.g., Cooney v. Ritter, 939 F.2d 81, 86-89 (3d Cir.1991) (<HOLDING>); Shochet See., Inc. v. First Union Corp., 663
holding in action for breach of contract caused by wrongful foreclosure and sale of shares of stock plaintiff was entitled to recover the fair market value of the stock at the time of its sale holding that the validity of a contract for a commission for the sale of real estate is determined by the law of the state where the contract is made holding the real estate sale proceeds holding in the analogous context of choiceoflaw in relation to the sale of personal property that compensation for arranging the sale is assessed apart from underlying sale holding that the new jersey real estate licensing act is applicable to the sale of a company through a stock sale