Deal structure: cash, deferred and earn-outs

In a share purchase, the buyer acquires the company itself, including all its history, liabilities and contracts intact. This is often simpler for continuity of contracts and licences, but it also means inheriting whatever skeletons the company has, known or unknown, subject to whatever warranty protection is negotiated.

In an asset purchase, the buyer picks specific assets and liabilities out of the business rather than the company as a whole, leaving unwanted liabilities behind with the seller's existing company. This generally gives a buyer more protection from historic risk, but can be more complicated where contracts, leases or licences need formally transferring or novating.