M&A Foundations · glossary
Buying the business and assets out of a company rather than buying the company's shares. The buyer picks what it takes and, in principle, leaves unwanted liabilities behind — but every contract and permission must be transferred individually (employees, by contrast, transfer automatically under TUPE, with its own consultation obligations), which is why regulated businesses are rarely sold this way. Chapter 3
Explained in Chapter 3, Deal Types and Structures, of M&A Foundations.
Buying a company usually means buying its shares (Chapter 1). But that is a choice, not a law of nature. The same business can change hands in two ways. In a share deal the buyer acquires the company itself, by buying its shares from the shareholders. In an asset deal (also called a business purchase or business transfer) the buyer instead buys the business out of the company — a chosen collection of assets, contracts and people. The company, now emptied, stays with the…Read Chapter 3, Deal Types and Structures →
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Every chapter of M&A Foundations is free to read, including the full training share purchase agreement. It is part of one complete fictional deal, with every document attached and a test after every chapter. Open M&A Foundations → · All terms A–Z →