Asset deal

An asset deal is an acquisition in which the buyer purchases specific assets of the target company individually (property, equipment, inventory, customer contracts, intellectual property, brand) rather than acquiring the legal entity through a share deal. The buyer selects which assets and liabilities to assume, leaving unwanted liabilities (historical litigation, pension obligations, tax risks) with the seller. This cherry-picking comes at a cost: asset deals require individual contract transfer consents, may trigger transfer taxes, and create complexity in employee transfer arrangements. In both France and Switzerland, asset deals are common in distressed M&A and insolvency-related acquisitions (judicial liquidation disposal plans), where the buyer seeks protection from historical liabilities. In France, asset deals also trigger registration duties and potential stamp taxes absent in share deals.

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Example: a Swiss buyer acquires the manufacturing assets of a French competitor in judicial liquidation: production lines (CHF 2.8 million), customer contracts (CHF 800,000 goodwill) and 65 employees transferred via TUPE-equivalent provisions, for CHF 4.2 million total. The buyer does not assume the seller's CHF 3.5 million of bank debt or CHF 1.2 million of litigation liabilities: a clean asset acquisition versus the full liability exposure of a share deal. Similarly, a buyer acquiring the business operations of a Swiss catering company in liquidation for CHF 1.8 million selects the profitable client contracts, kitchen equipment and two key employees, leaving behind legacy pension obligations, unpaid taxes and loss-making contracts.

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Hectelion analyses asset deal vs share deal structure for every acquisition, modelling the tax and financial implications of each option and optimising tax treatment and liability exposure for the specific transaction context.