Share deal

A share deal is an acquisition in which the buyer purchases the shares (equity) of the target company rather than its individual assets. The buyer acquires the legal entity in its entirety — assets and liabilities, including historical contingent liabilities, ongoing litigation and prior tax risks. It contrasts with an asset deal (selective asset acquisition). In M&A, share deals are the standard form for company acquisitions — simpler legally (single transfer instrument), but exposing the buyer to the full historical liability of the target, covered by the asset and liability warranty.

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Example: acquiring 100% of a Swiss SA for CHF 20.0 million as a share deal transfers the complete legal entity — including CHF 6.0 million of bank debt, CHF 800,000 of ongoing litigation and CHF 2.5 million LPP pension deficit. The equity consideration is CHF 20.0 million, but the total economic cost to the acquiring group is CHF 28.5 million including assumed debt and pension liability — a critical bridge to understand before comparing share vs asset deal alternatives.

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Hectelion analyses the fiscal and economic implications of share vs asset deal structure in every transaction to optimise the acquisition approach for buyers and sellers.