Asset Deal

12 April 2022, Frankfurt am Main

An asset deal is a form of company transaction in which the buyer acquires selected assets and, where agreed, liabilities from the target business rather than purchasing shares in the legal entity.

What is acquired in an asset deal?

The transferred items may include machinery, inventory, customer contracts, intellectual property, brands and other operating assets. Each asset must be identified and transferred individually, while contracts and permits may require third-party consent.

Asset deal versus share deal

In a share deal, the buyer acquires ownership interests in the company and the legal entity continues with its assets, contracts and liabilities. In an asset deal, the buyer can select the elements to be acquired. Our guide explains the distinction when selling a limited company or sole proprietorship.

Why transaction structure matters

The choice between an asset deal and a share deal affects taxation, liability, required consents and the complexity of implementation. Buyers and sellers should therefore determine the appropriate structure early with experienced M&A, legal and tax advisers.

Would you like to assess the right transaction structure? Arrange a confidential, no-obligation initial consultation with our M&A experts.