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AMESTRATICON
Deal Structuring

Structure Determines Price.
Not the Other Way Around.

Asset deal or share deal? Earn-out or fixed price? The choice of transaction structure affects tax burden, liability and integration more than most buyers and sellers realise.

Tax-optimised. Liability-minimised. Battle-tested.

The Challenge

Why the wrong structure kills deals

I don't know whether an asset deal or share deal is more tax-efficient for my situation.

I'm supposed to accept an earn-out but don't understand the risks and pitfalls.

I want to limit liability risks but don't know which warranties and indemnities are market-standard.

I've received an offer with a complex structure and need an independent assessment.

Does this sound like your situation?

Let's clarify in a free initial consultation whether and how we can help.

Context

The key structural forms

Three basic structures are available for corporate transactions: The asset deal (acquisition of individual assets) offers tax advantages for buyers and selective liability. The share deal (acquisition of company shares) is simpler for complex structures and protects existing contracts. The earn-out (variable purchase price component) bridges valuation gaps but carries conflict potential. In practice, these forms are frequently combined.
Tax implications differ significantly: asset deals enable step-up of depreciation basis, share deals avoid real estate transfer tax in property transactions (under certain conditions).
Our Approach

Our structuring approach

01

Situation analysis

Analysis of the tax, legal and operational starting position of both transaction parties.

02

Structure comparison

Quantitative comparison of alternatives: tax burden, liability exposure, integration effort.

03

Contract design

Development of optimal structure: purchase price mechanics, warranties, indemnities, closing conditions.

04

Negotiation support

Support in contract negotiation. Ensuring your interests are protected.

What You Receive
  • Tax structure comparison
  • Optimal transaction structure recommendation
  • Warranty and indemnity catalogue
  • Negotiation support for contract design
Results & Evidence

Typical structuring results

5-15%

Tax savings through structure choice

3-5

Warranty/indemnity clauses

2-3 wks

Structuring phase

100%

Tailored solution

Tax savings dependent on transaction structure and individual tax situation.

What happens if you do nothing?

What happens without optimal structuring?

  • Tax burden: The wrong structure can cause 5-15% unnecessary tax burden.
  • Liability risks: Without suitable warranties, buyers take on unknown risks of the target company.
  • Earn-out conflicts: Poorly designed earn-outs lead to years of litigation.
  • Integration problems: The wrong structure complicates operational integration after closing.
Frequently Asked Questions

Frequently asked questions about deal structuring

Further Reading
You might also be interested in

Further reading

Which transaction structure suits your deal?

We analyse your situation and recommend the optimal structure. Tax, legal and operationally considered.

Topic AreaM&A Investments
AME Module ma--Strategy & M&A
Strategie & M&A - Nächster Schritt

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