Asset deal: acquire selected assets
The buyer generally acquires the property, business or specified assets. This may limit historical liabilities, but transfers of permits, contracts, equipment, bookings, staff and operating rights must all be verified.
Share deal: acquire the company
The company remains the same legal entity while its shares change hands. Continuity can help, but it requires deeper diligence on debt, disputes, taxes, social-security matters, permits, off-balance-sheet commitments and related parties.
- Verify accounts and filings
- Map guarantees and security interests
- Negotiate warranties, indemnities and adjustments
Choose according to the real risk
The appropriate structure depends on property ownership, licences, contracts, financing, tax and acceptable risk. Legal and tax advisers validate the structure; operational diligence tests whether the business remains workable after closing.