Yes, in a share sale it’s likely that all the assets and liabilities will automatically transfer to the buyer. The buyer now becomes the owner of the target, and rights/contracts/the business will generally stay in place without disruption. So if you’re concerned about saving the IP, a share sale might be a better bet.
Imagine you’re the CEO of a media company. You agree with the shareholders – and the rest of the board – to put the company up for an auction sale – that’s where a number of companies can bid to acquire your company.
You hire a team of advisors – investment banks, lawyers and accountants – to prepare the data room.
Much of the acquisition process now depends on:
Now if we don’t have the answers to those questions, we can still apply the considerations you listed to the media company. It does depend on what type of media company they are, but we can put forth some general considerations:
The point is, try to think about what the purpose of a sale might be, and if you want to distinguish a particular type of company – what makes them different?
Finally, you’re right, intellectual property is central to the value of a media company. Counsel for the bidders will have to check whether its assets are protected, often by a search at the Intellectual Property Office or Trade Mark Registry – depending on the type of asset.