One of the first and most consequential choices in any acquisition is the transaction structure: do you buy the shares of the company (share deal) or do you buy specific assets and liabilities of the business (asset deal)?
Both structures have significant implications for liability, tax position, employees, contract continuity and negotiating position. The right choice depends on your strategic objectives and risk appetite.
Share deal vs. asset deal: the key differences
Share deal
- The entire company (with all rights and liabilities) is acquired
- Continuity of contracts, permits and client relationships
- Historical liability remains within the company
- Often tax-efficient for the seller (participation exemption)
- Due diligence must thoroughly investigate hidden obligations
Asset deal
- Buyer selects which assets and liabilities to acquire
- Historical debts and liabilities remain with the seller
- Contracts must be individually transferred (consent required)
- Employees transfer under TUPE equivalent provisions
- Can offer tax advantages for the buyer (goodwill amortisation)
Factors determining the right structure
Liability risk
How significant are the hidden risks in the company? Where uncertainty is high, buyers often prefer an asset deal.
Tax position
Share deals are often tax-efficient for the seller. Asset deals may offer amortisation benefits for the buyer.
Contract continuity
In an asset deal, consent from contract counterparties is required. This can be practically challenging.
Permits and licences
Some permits are personal or non-transferable relevant when considering an asset deal.
Mr. Vincent Besters
Lawyer for Entrepreneurs · Amsterdam
"The choice between a share deal and an asset deal is strategic and has major legal and tax consequences. We analyse your situation, advise on the optimal structure and guide the full transaction."
Structure advice
Analysis of your specific situation and recommendation for the optimal transaction structure.
Risk assessment
Identification of liability risks and hidden obligations.
Transaction documentation
Drafting purchase agreement, transfer deeds and ancillary documents.
Closing
Careful management of all conditions and formalities.
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Frequently asked questions about share deal vs. asset deal
Unsure about the transaction structure?
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