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. Asset deals are often used in Distressed M&A contexts (judicial liquidation disposal plans) or when the buyer specifically targets selected assets of a group. In France, asset deals 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.

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Hectelion analyses asset deal vs share deal structure for every acquisition, optimising tax treatment and liability exposure for the specific transaction context.