November 13, 2023 | Business Resources

Asset Purchase vs. Share Purchase in Commercial Real Estate

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In the complex world of commercial real estate transactions, choosing between an asset purchase and a share purchase can have profound implications for both buyers and sellers. Each method comes with its own set of advantages and disadvantages, and understanding the nuances is crucial for making informed decisions. In this blog post, we’ll delve into the key differences between asset purchases and share purchases.

New to the world of commercial real estate? Explore these introductory resources to build up your knowledge base. 

Asset Purchase:

  1. The Nuts and Bolts: In an asset purchase, the buyer acquires specific assets and liabilities of a commercial real estate entity. These assets may include real property, equipment, contracts, and goodwill, while liabilities could encompass outstanding debts and obligations. This method allows for a more targeted acquisition, enabling buyers to cherry-pick desirable assets and avoid unwanted liabilities.
  2. Clean Slate, Fresh Start: One of the primary advantages of an asset purchase is that it provides the buyer with a clean slate. The historical baggage of the seller, such as legal issues or financial liabilities, generally remains with the seller. This clean break is particularly attractive to buyers seeking to mitigate risks associated with the target company.
  3. Tax Benefits: Asset purchases often come with tax advantages. The buyer can allocate the purchase price to specific assets, allowing for potential depreciation and amortization benefits. This can result in tax savings over time, making asset purchases a financially strategic choice.

Share Purchase:

  1. The Whole Enchilada: Unlike asset purchases, share purchases involve acquiring the entire share capital of the target company. This means the buyer steps into the shoes of the existing owner, inheriting all assets, liabilities, contracts, and even potential legal issues or environmental concerns. While this approach can be more comprehensive, it also requires a thorough due diligence process to uncover any hidden risks. This can make it more challenging to secure financing.
  2. Continuity and Consistency: Share purchases offer a sense of continuity for employees, clients, and suppliers, as the legal entity remains unchanged. Contracts and relationships established by the target company remain intact, providing a smoother transition for the buyer. This can be advantageous in industries where relationships and brand equity are critical.
  3. Transfer of Control: With a share purchase, the buyer gains control not only over the assets but also over the existing management and decision-making structures of the target company. This can be beneficial if the buyer values the existing team’s expertise and wants to maintain business as usual.

Looking for more guidance on commercial real estate? Check out these introductory resources:

In the dynamic realm of commercial real estate, the choice between an asset purchase and a share purchase is not one-size-fits-all. Each strategy comes with its own set of considerations, and the decision should align with the specific goals and circumstances of the buyer and seller.

Whether opting for the precision of an asset purchase or the comprehensive approach of a share purchase, thorough due diligence is paramount. Engaging legal and financial experts is crucial to navigating the intricacies of the chosen transaction structure and ensuring a seamless and successful commercial real estate deal.