The structure changes what is transferred
An asset transaction generally identifies selected assets and assumed obligations. A share transaction transfers ownership of the corporation, subject to the negotiated agreement and resulting exposure.
Buyer and seller interests can differ
Tax outcomes, historical liabilities, contracts, employees, permits, receivables and financing can make the preferred structure different for each side.
Structure affects diligence and drafting
The information reviewed, representations, indemnities, closing documents and post-closing adjustments depend on the specific facts and negotiated allocation of risk.
Obtain transaction-specific advice
This overview is not legal, tax or accounting advice. The parties should obtain qualified advice before selecting or negotiating a transaction structure.