Hmmm... can you really buy only a company's assets and leave the liabilities behind?
If that's the case, I want to buy GM's assets and not have to bother paying back their loans or accounts payable!
Yep, you sure can. Those debts still exist, however. Typically the previous business continues to exist for the purpose of relieving those debts and a new business is formed.
I went through this very situation when we sold my debt-laden company. The buyer purchased the assets and we (the partners of the bought company) were left to deal with the debts separately.
Most assuredly you can. However, if the company's creditors can force it into involuntary bankruptcy within 90 days of the sale, the judge can over turn the sale under the doctrine of fraudulent conveyance.
Yes and no. Since this appears to be a sale of all or substantially all of the assets of the corporation, the transaction constitutes a "bulk sale" under Article 5 of the Uniform Commercial Code and as result, the buyer/seller will have to give notice to creditors so they can grab onto the proceeds of the sale. Failure to give creditors notice of the bulk sale could result in a transfer of the liabilities to the buyer. The sale could also constitute a fraudulent conveyance, depending upon how it is structured, which could also result in the buyer being responsibe for the debt up to the value of the property transferred.
It has to be an arms-length, commercially reasonable transaction, or it may be voided in bankruptcy.