Share deal
Acquisition of company shares — including all liabilities. In insolvency the exception.
In a share deal the buyer acquires the company's shares. He becomes the new shareholder and takes on all rights and obligations — including legacy liabilities, litigation and contingent exposures.
In insolvency, share deals occur practically only via an insolvency plan under § 217+ InsO: the plan provides share transfer to the investor plus debt relief. Advantage: corporate continuity, licences and concessions preserved. Disadvantage: extreme complexity, longer timeline (6–12 months), tax risks (§ 8c KStG).
Practically relevant in medium-to-large cases with substantial going-concern value where the legal entity is essential — software companies, regulated industries, brands with long-standing customer relationships.
Related terms
- → Asset deal— Acquisition of individual assets (brand, inventory, contracts, staff) instead of company s…
- → Insolvenzplan (insolvency plan, §§ 217+ InsO)— Restructuring instrument in German insolvency. Governs debt restructuring, monetisation an…
- → Eigenverwaltung (debtor in possession)— Insolvency proceeding under § 270 InsO in which management stays in office and continues t…
- → § 8c KStG (loss-carryforward forfeiture on share transfer)— Governs the (partial) forfeiture of corporate tax loss carryforwards on a change of shareh…