Asset Deal vs Stock Deal
Also known as: Asset Purchase, Stock Purchase, Asset Sale
Asset and stock deals are the two main structures for an acquisition, differing in what the buyer actually purchases and how liabilities and taxes flow.
An acquisition is usually structured as either an asset deal or a stock deal, and the choice has major tax and liability consequences for both sides.
The difference
In an asset deal, the buyer purchases specific assets and assumes only chosen liabilities, leaving unwanted obligations behind. In a stock deal, the buyer acquires the company’s equity and steps into everything, assets and liabilities alike, known and unknown.
Who prefers which
Buyers generally prefer asset deals for the liability protection and the step-up in tax basis that lets them depreciate assets again. Sellers often prefer stock deals for simpler, frequently more favorable tax treatment. The tension is negotiated, sometimes with a price adjustment to compensate the disadvantaged side, and it feeds into purchase price allocation.