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Ag Law Transaction Case

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Submitted By swallaby
Words 883
Pages 4
Bryant Sutterfield
Kelli Shingai
AG Law Class Project
5/1/2012

The sale of Jackson Farms Inc. will be bought from Andrew Wagner in the form of an asset sale. Andrew Wagner will be purchasing the Fuel Inventory, Prepaid Expenses, Growing Crops and the total fixed assets with accumulated depreciation for the total of $1,850,000.00. Andrew Wagner will be doing a 1031 exchange to pay for the farm. Jason and Susan Jackson are shareholders in Jackson Farms Inc., Jason and Susan hold an equal amount of shares, fifty shares each. Susan and Jason are both directors and they are the only directors; Susan is President and Jason is the CFO and Secretary. The two decide it is time to get out of the business. A local physician, Andrew Wagner is interested in Jackson Farms. Mr. Wagner has been investing in real estate and has been convinced that farming is a great investment. The Jackson’s and Mr. Wagner need to figure out if an asset sale or a stock sale would be in their best interest. The advantages of a stock sale for Mr. Wagner is that it reduces the sales price of the purchase. The advantage of an asset sale for Mr. Wagner is that a 1031 exchanged can be done and if the purchase price exceeds the tax basis of the assets being acquired, the buyer receives a stepped-up basis in the assets equal to the purchase price. Also with an asset sale, Mr. Wagner would be able to leave some of the liabilities behind. From the Jacksons prospective, they may prefer a Stock Purchase because it allows them to completely step away from the business. They are generally completely free from any future obligations with respect to the business. Mr. Wagner would like to do an asset sale because he would like to do a 1031 exchange with a 10-acre parcel that he has a seventy-five percent interest in. Recently one of Jackson Farms employees, David was in a car accident while he

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