I get what you're saying, but then again, anything you listed should be written down somewhere. If not, then it's the typical half-ass business, of which you probably don't want to buy.
If it is written down and formalized, it would be a crime for the current owners to not divulge all.
If the current owner(s) have verbal contracts--meaning it's not written down, signed, or formalized in any way besides verbal, then it's 100% on them.l.
Its never that black and white. Doesn't have to even be something the current owner knows about. I've done this professionally, others hired me to negotiate, figure out the deal structure, documentation, strategy, financing, due diligence etc. There are a million ways to get whacked with the stupid stick.
A crime? Its not a crime for the vendor to not divulge everything that ever happened. Its the opposite - most will downplay, obfuscate, or either conveniently or legitimately forget to mention things that negatively affect value. If you had the right reps and warranties you might have a civil case, depending, but do you know how expensive commercial litigation is? and how dicey? Plus you have no money at that point - you've either put everything in to stem the bleeding or are sitting there broke because of some stupid thing you didn't know about, and you're going to call the cops? (that's who you call for a crime). "Hello Officer, I'm calling because the previous owner didn't tell me about _______ and that's not right". They'd laugh. Even if it was a crime, slapping the cuffs on doesn't get your business back or cover your losses.
You buy the shares, you step into the previous shareholders shoes and every skeleton in the closet becomes yours. You may or may not have recourse toward the vendor (a big unsecured vtb can really help in that regard lol) and suing may or many not make sense....buts that's an after thought.....meanwhile...YOU own the problem/skeleton and will have to deal with it..
Its not impossible, lots of share deals close - maybe even more than asset deals. It just takes a lot more due diligence, a lot more sophistication as its a lot more complicated, generates a much larger legal bill and will always have a higher risk than an asset deal. Also, few of us here are going to be buying $100 million divisions of some public company; in my experience, the smaller the business, generally the more cowboy'ish they are, and the riskier a share deal becomes.
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