An asset deal is an acquisition structure in which the buyer acquires selected assets and contracts of the target rather than its shares. This contrasts with a share deal, where the entire legal entity is purchased. Asset deals allow buyers to cherry-pick assets and limit exposure to undisclosed liabilities, but require individual contract transfer consents, may trigger transfer taxes, and create complexity in employee transfer arrangements. In Switzerland, asset deals are common in distressed M&A and insolvency-related acquisitions, where the buyer seeks protection from historical liabilities.

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Example: a buyer acquires the business operations of a Swiss catering company in liquidation for CHF 1.8 million via an asset deal. It selects the profitable client contracts, kitchen equipment and two key employees, leaving behind legacy pension obligations, unpaid taxes and loss-making contracts. This structure provides significantly better liability protection than acquiring the shares of the insolvent entity.

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Hectelion advises on the choice between asset and share deal structures and models the tax and financial implications of each option.