@ledbythespirit Here is a good article that outlines the differences between the two.
https://www.roedl.com/insights/ma-d...deal-versus-asset-deal-transaction-structurin
Basically in an asset deal, you start up a new company and buy the assets/liabilities that you want/need to run the business... even know from the outside it may appear to be the same business, you are a new entity, this helps shield you as a buyer from a lot of liability, and depending on the type of company can come with depreciation benefits as well.
A share deal on the other hand, you are buying the shares of the original company - essentially taking it over, most sellers want this as it can come with some tax benefits for the seller and means they don't have to deal with possible costs of closing their business or any outstanding liabilities/assets the buyer didn't want to take over.
Which type of transaction makes sense is going to depend on what type of business you have and you both should be taking advice from a deal team including a lawyer and an accountant, for instance some vendor/client/employee contracts will need to be renegotiated in an asset deal, where they would just roll over to the new owner in a share deal, and that renegotiation could completely change the value of the business.
ps I will likely be doing $3-500k on a seller note on standby. ugh….
Having some form of sellers note is relatively normal in most business sales, especially when you know the buyer, you know the business better than anyone else and should have an idea of whether or not it can handle the debt or not better than anyone else at least in the relatively short term (12-36 months). That makes you the ideal person to raise money from for the transaction, unless you are looking for an all cash deal.
Keep in mind that if you do need cash, you can often sell your sellers note for 80-95% of its full value as an annuity.
