Private M&A: asset purchase basics

A business may be acquired by way of asset purchase or share purchase.

In an asset purchase, the buyer selects and purchases from the seller only those assets and liabilities it wishes to acquire. By a share purchase, the buyer takes ownership of the company carrying on the business, which comes with all of its assets, obligations and liabilities (whether or not the buyer was aware of them).

This Overview provides an insight into acquisitions, made by way of asset purchase, for commercial lawyers who may be required to assist in connection with an asset purchase. It is not a comprehensive guide or set of documentation for an asset purchase or sale. For more detailed guidance and documentation relating to asset sales and purchases, see:

1. •

   General issues (asset purchase)—overview

2. •

   Preliminary documents (asset purchase)—overview

3. •

   Due diligence and disclosure (asset purchase)—overview

4. •

   Asset purchase agreement—overview

5. •

   Ancillary documents (asset purchase)—overview

6. •

   Completion and post-completion (asset purchase)—overview

7. •

   Auction sale (asset purchase)—overview