We use cookies to personalise the website and offer you the greatest added value. They are, among other purposes, used to analyse visitor usage in order to improve the website for you. By using this website, you agree to their use. Further information can be found in our data privacy statement.

Transaction Structuring (Share Deal vs. Asset Deal)


​In general, a Transaction can be structured as an Asset Deal or as a Share Deal. The rule of thumb is that a Seller in most cases prefers a Share Deal while the Buyer tends to aim for an Asset Deal. Therefore, agreeing to the structure is typically one of the major negotiation points prior to agreeing to a Letter of Intent (LOI) or Memorandum of Understanding (MOU). Subsequent renegotiations of the Transaction Structure may have an adverse effect on the Purchase Price for the renegotiating party. Therefore, we recommend contacting our team prior to agreeing to an LOI or MOU.


In the U.S., the tax code allows, in certain situations, for a hybrid Transaction Structure where a Share Deal is treated as an Asset Deal for tax purposes, which may be an attractive alternative for both Buyer and Seller.


Our M&A tax professionals are experienced in multi-lateral transactions and will assist your legal advisor in setting up the Transaction Structure that suits your purpose.


Frank Breitenfeldt


Partner, German Speaking

+1 404 525 2600

Send inquiry


Contact Person Picture

Deutschland Weltweit Search Menu