Share or Asset Purchase

When you are considering whether to purchase the share of a target company or simply to target their assets here are some points to consider:-

If I was pushed to name three advantages ( when acting for the seller) of a share purchase I would say as follows

1. A share sale provides you with a clean break from the business a new broom so to speak. Note this has to be balanced against the extensive warranties and indemnities in return from you to the purchaser.

2. Share purchase reduces likelihood of any employment claims arising from the sale itself.

3. Tax consequences are usually more straightforward.

Equally for the buyer there are advantages namely :-

1. Buying the shares preserves continuity of the business for the buyer.

2. Tax position is also simplified for the buyer who can take advantage of various loss reliefs contained within the target company.

3. No disposal for VAT purposes and it should be possible to avoid involvement with stamp duty land tax.

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