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Buying & Selling a Business

Am I responsible for a stock option or bonus plan promise the seller made to an employee?

TSL Written by the Treadstone Law team· Updated August 2026

In a share purchase, generally yes — a promise the corporation made to an employee, whether documented in a formal plan or a less formal arrangement, is a commitment of that corporation, and since you now own it, honouring or resolving that promise is your responsibility going forward, subject to whatever the actual plan terms or agreement say and any protections you negotiated in your purchase agreement.

In an asset purchase, this generally depends on whether you specifically assume the obligation. A promise the seller made personally, or under a plan tied specifically to the selling corporation, doesn't automatically transfer to you as a separate legal entity unless your purchase agreement says it does, or unless you choose to honour it as a matter of retaining a valued employee, which is a business decision separate from any legal requirement to do so.

Because bonus and equity promises are sometimes informal or inconsistently documented, especially in smaller businesses, review employee compensation arrangements carefully during due diligence rather than relying only on formal written plans, and decide deliberately what you're taking on. A Treadstone business lawyer can help review these arrangements and clarify what transfers.

Key takeaways

  • A share purchase generally makes an existing bonus or option promise your responsibility as the continuing employer.
  • An asset purchase doesn't automatically carry these promises over unless specifically assumed.
  • Some compensation promises are informally documented, so review beyond just formal written plans.
  • Decide deliberately what you're taking on rather than assuming either outcome.
This is general information, not legal advice. It doesn’t create a lawyer–client relationship, and the rules can change. For advice on your situation, a Treadstone business lawyer can help.
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