Interactive Tools
Transaction Structure Explorer.
Compare common transaction structures and understand how legal, tax, and commercial considerations may affect your acquisition or sale.
Every transaction is structured differently.
The legal structure of a transaction can significantly impact taxes, liability, purchase price, due diligence, financing, and post-closing obligations.
This interactive guide explains the most common transaction structures and highlights the factors buyers and sellers typically consider when evaluating each approach.
Select a Structure
Six common transaction structures
Side-by-Side
Compare two structures
Select two structures to review how each typically treats liability, taxes, contracts, and other practical considerations.
Structure A
Structure B
Liability
Asset Purchase
Buyer generally assumes only expressly identified liabilities; retained liabilities stay with the seller entity.
Stock Purchase
Liabilities generally remain with the entity and transfer with ownership, subject to indemnification.
Taxes
Asset Purchase
Purchase price is allocated across asset classes; buyer may obtain a step-up in basis. Seller tax treatment varies by entity type.
Stock Purchase
Often capital gains treatment for selling shareholders; buyer typically receives no basis step-up absent an election.
Contracts
Asset Purchase
Contracts are assigned individually and frequently require counterparty consent.
Stock Purchase
Contracts remain with the entity, though change of control clauses may still require consent.
Licenses
Asset Purchase
Permits and licenses often do not transfer and may need to be reissued.
Stock Purchase
Licenses generally remain in place, subject to regulatory notice or approval.
Employees
Asset Purchase
Employees are typically terminated by the seller and rehired by the buyer under new terms.
Stock Purchase
Employment relationships continue uninterrupted with the same employer.
Inventory
Asset Purchase
Inventory is conveyed by bill of sale and commonly subject to a closing count or adjustment.
Stock Purchase
Inventory remains on the entity's books; no separate conveyance is required.
Real Estate
Asset Purchase
Owned real property is deeded separately; leases require landlord consent or assignment.
Stock Purchase
Owned property and leases remain with the entity; leases may still contain change of control provisions.
Due Diligence
Asset Purchase
Focused on the specific assets acquired, though liens, titles, and encumbrances still require review.
Stock Purchase
Broader and deeper, covering the entity's full corporate, tax, and litigation history.
Complexity
Asset Purchase
Higher administrative burden due to individual transfers, consents, and retitling.
Stock Purchase
Fewer transfer mechanics, but heavier negotiation of risk allocation provisions.
Financing
Asset Purchase
Lenders often favor asset purchases because collateral is clearly identifiable.
Stock Purchase
Lenders scrutinize inherited liabilities and may require additional guarantees or collateral.
Decision Guide
Which structures are worth discussing?
Answer five short questions to surface the structures most commonly considered in situations similar to yours.
Need help structuring a transaction?
Our attorneys regularly advise buyers and sellers regarding transaction structure, risk allocation, and purchase agreement negotiation.
Educational Disclaimer
The Transaction Structure Explorer is provided solely for educational and informational purposes. The information presented is intended to explain common transaction structures frequently used in mergers and acquisitions.
It does not constitute legal advice, tax advice, accounting advice, investment advice, or a recommendation regarding any particular transaction structure.
Every transaction is unique. The appropriate structure depends upon numerous legal, tax, accounting, regulatory, and commercial considerations that should be evaluated with qualified professional advisors.
Use of this tool does not create an attorney-client relationship with GV LAW PLLC.