Introduction
In Switzerland, acquisitions of a business mainly take two
forms: the share deal, where shareholders sell (or simply transfer)
their shares in a company to a buyer, and the asset deal, where a
company transfers some or all of its assets, liabilities, and/or
contracts to another company. In other words, in a share deal, the
company is the target; in an asset deal, it is a party to the
transaction agreement, the asset purchase agreement or, if there is
no consideration for the transfer of the assets, the asset transfer
agreement (APA/ATA).
The question of whether to transfer a business by share deal or
asset deal is a commercial decision, and often it is tax driven.
There also can be practical reasons for choosing an asset deal,
e.g., for the carve-out of certain assets within a share deal
transaction or in case of incurable title chain issues, where it is
preferable to transfer the assets instead of tainted shares.
