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An asset sale is the purchase of individual assets and liabilities, whereas a stock sale is the purchase of the owner's shares of a corporation. While there are many considerations when negotiating the type of transaction, tax implications and potential liabilities are the primary concerns.
A recurrent theme one encounters in the sale of a business is the fear of its creditors that the new owners will ignore long standing debts that were incurred by the prior owner or the even greater fear that the key assets of the entity will be sold, the old owners pocket the money, and the creditors will be left with no assets in a company that owes them a great deal of money.