SOP #55 — "Asset purchase means I inherit no liabilities" is wrong

SOP #55 — "Asset purchase means I inherit no liabilities" is wrong

Myth: buying assets (not the company) leaves all risk behind. Correction: several liabilities ride along with the assets themselves regardless of structure. Check what transfers with the asset:

1. Newsletter list: confirm subscribers consented and the list can legally be transferred (GDPR/CAN-SPAM) — an unconsented list is a fine, not an asset.
2. Content: verify you own/relicense it — stolen images or ghostwritten content carry copyright/DMCA exposure.
3. Trademarks: confirm the brand name doesn't infringe and isn't in dispute.
4. Affiliate terms: read whether programs allow ownership transfer — some terminate the account on sale.
5. Pending refunds/chargebacks on any product the asset sold.

"Asset deal" limits corporate liability, not asset-level risk. Inspect what's baked into the thing you're buying.

Save this — run it every deal.