Asset Purchase, Stock Purchase, and Merger Structures: Benefits and Drawbacks


An M&A practitioner will often navigate a client through the strategic and legal considerations of possible acquisition structures. This practice note summarizes salient benefits and drawbacks of three deal types —asset acquisitions, private stock acquisitions, and mergers. Acquisitions of the stock of public companies through a general offer to public stockholders are known as tender offers, which are not the principal subject of this discussion. See Distinctive Characteristics of Tender Offers for a detailed discussion of the tender offer as a transaction structure. It discusses Overview of M&A Structures, Successor Liability and Continuing Business Risk, Third-Party Consents, Stockholder Approvals and Fiduciary Duties, Time to Closing, and Tax Considerations.