Asset Sale vs. Stock Sale: A Framework for Evaluating M&A Deal Structure
When a business is being acquired, one of the earliest and most consequential decisions is whether the transaction should be structured as an asset sale or a stock sale. Many assume this is simply a buyer-versus-seller tax debate. The optimal structure is highly fact-specific and often comes down to a handful of drivers that can materially change the economics for both parties.
This article breaks down how to evaluate each structure, what typically drives the negotiation, and when the difference between the two is closer than you might expect.