[WSBARP] Title insurance to support due diligence for stock purchase transaction

Bickel, Dwight Dwight.Bickel at fntg.com
Mon Jun 13 12:09:03 PDT 2016


A purchase of all the shares of a corporation is considered a sale of the real property. The real estate sales tax applies. The purchaser should require a title insurance policy to protect against loss due to the state of title or encumbrances on that title.

In addition, the purchaser should require a non-imputation [ALTA 15] endorsement to avoid the application of exclusions for Knowledge imputed from the selling shareholders. Premium rate schedules valid through June 30 provide premium discounts for the renewed owner's policy. However, all title company rate schedules will be completely new as of July 1 and we do not yet know what discounts will be available.

If the investor is acquiring only a fraction of the shares, less than 50%, then a new policy is not required and the ALTA 15.2 endorsement may be issued to the prior policy to avoid the application of the exclusions for Knowledge imputed from selling or continuing shareholders.
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