Asset Deal vs Share Deal: Which Structure Is Right for Your Acquisition?
The choice between an asset deal and a share deal is one of the most consequential decisions in any M&A transaction. For buyers, an asset deal offers a clean slate and tax-efficient depreciation step-up; a share deal is simpler but transfers all historical liabilities. For sellers, share deals typically offer more favorable capital gains treatment while asset deals risk double taxation. This guide walks through both structures with worked examples, covering German tax law, real estate transfer tax (Grunderwerbsteuer), VAT treatment, § 613a employment transfer, and the strategic circumstances where each structure wins.
## Asset Deal vs Share Deal: A Practitioner's Choice Of all the structural decisions in an acquisition, the choice between an asset deal and a share deal carries the most material consequences. It affects tax, risk allocation, employment law, contract continuity, regulatory consents, financing structure and post-completion integration. Get it wrong in the LOI and the rest of the deal is built around the wrong structure. Get it right and the entire deal flows. I have closed acquisitions on both structures across the UK, France, Germany and the Nordics. The shorthand is that share deals are clea…