In Norwalk , 8 other decision of the 1998 tax court, the court recognized the personal good corporat of a shareholder in the liquidation of a company operating in accounting practice. The court, which was in favour of the shareholders, stated that there was no doubt that most, if not all of the company`s clients, would have followed the accountant who served them when the accountant left the company, and that it was therefore “reasonable to assume that the personal capacity, personality and reputation of each accountant are what the clients were looking for.” 9 The Tribunal held that these characteristics did not belong to the company as intangible assets. At the heart of the Tribunal`s decision, the Tribunal first found that the termination of employment contracts with the company meant that shareholders were not required to continue their ties with the company. 10 Second, the Tribunal found that shareholders were not prevented from competing with the company. Third, the court found that if the shareholders had left the company, their customers would have followed. Finally, the court did not assign value to the company independent of the accountants themselves. 11 10 Id. to 22 (“Since there was no enforceable contract limiting the practice of one of the accountants at the time of distribution, their personal value was not related to the company.” Each Memorandum of Understanding should take into account two separate but related asset sale transactions – one for the sale of its tangible and intangible assets by the target company and the other for the sale of their personal good re-investment by shareholders. Both asset sales transactions should be considered throughout the due diligence process. Stocks would include raw materials, work in progress and finished products for sale. In some cases, a buyer may exclude obsolete inventory that is no longer suitable for sale or use in production.

Outdated inventory of this type should be explicitly identified in the Excluded Facilities section. The two main methods of assessing an entity`s value are the two main ones: the two proposed asset sales transactions should be presented in two separate but related final agreements. If this is not possible, the final agreement should clearly describe the two separate sales transactions. Any final agreement should include competitive shareholder agreements and clearly indicate how shareholders sell and transfer their personal value to the potential buyer. If a business owner is able to get a higher price for this transaction, this is a direct consequence of the value. When the sale is completed, the new business owner will depreciate the price paid, net of the book value of the business, as a goodie on all financial documents and bank statements. Finally, a careful review of existing employment contracts is necessary. A shareholder bound to the terms of a long-term employment contract with the company may effectively be prevented from competing with the company, even if the agreement does not involve a non-compete agreement.