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I all depends upon the purchase contract which spells out the agreement between the two companies. In a strictly asset sale, the acquiring company will purchase some or all of the assets within a corporation, leaving the remaining assets in the original corporation. If there are no assets left, then the corporation is essentially a shell with no assets. In a strictly stock sale, the acquiring company will purchase some or all of the stock of the corporation.

If a large company sells a division, the assets are usually sold to the buyer and no stock is transferred. If the acquiring company wants to run the purchased business in a separate entity, they may elect to purchase all of the stock. Typically buyers want to sell the stock of a corporation, and sellers want to purchase the assets for past legal liability reasons.

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