Comparison between share sales and asset sales in acquisition for the buyer (Securing Finance)
Whether the transaction proceeds as a share purchase or an asset purchase could depend on the buyer's financing plans. If the buyer plans to borrow money to pay for the acquisition, it might want to use the assets of the target company as collateral for the loan. In many nations, it is against the law for a business to provide direct or indirect financial support to someone who is buying or attempting to buy shares of the business. If the acquisition proceeds as a share acquisition and the target is a public company, according to the applicable provisions of English law, such a charge over the target company's assets would be prohibited under the CA 2006 as it would constitute financial assistance by a company for the purchase of its own shares.

​Comparison between share sales and asset sales in acquisition for the buyer (Liabilities) 
Liabilities are maybe the main benefit to a buyer of purchasing a business's assets. All of the company's liabilities—hidden or otherwise—remain with it when shares are purchased, making the buyer indirectly liable for them. Large-scale investigations and comprehensive guarantees and indemnities are not enough to fully safeguard the customer. For instance, the seller might not be able to respond to a warranty claim, or it might be challenging (and expensive) to prove that a certain issue is covered by a warranty. On the other hand, in an asset acquisition, the buyer buys a collection of identifiable assets and liabilities. A buyer can choose the liabilities for which it agrees to assume responsibility in the sale and purchase agreement, subject to a few statutory exclusions (particularly obligations relating to employees and environmental problems in the UK). The buyer can avoid the risks connected with unknowable or unquantifiable liabilities in this way. This benefit might not be available in all jurisdictions. For instance, the "bulk sales statute" in several US states can have the effect of transferring a historical duty to creditors to the purchaser of a business's assets. In several Continental nations, such as France and Germany, if the transfer of the assets relates to an operating business, some liabilities, such as creditors and tax, also pass.

Comparison between share sales and asset sales in acquisition for the buyer (Assets) 
Assets
Whether desired or not, all of the company's underlying assets are indirectly acquired by the buyer on a share sale. Greater flexibility is offered by an asset purchase because the buyer can select the assets they want to buy (within the bounds of specific jurisdictional restrictions). For instance, the buyer might already own some perfectly acceptable equipment, and as a result, the buyer would choose to omit some of the seller's equipment from the sale.

Comparison between share sales and asset sales in acquisition for the buyer (Shares) 
Shares
On a share purchase, the company's assets and active contracts are not in any way legally changed by the change in ownership. 
The purchaser of shares must exercise caution on two counts, though. First, there is no assurance that third parties who are accustomed to doing business with the company but who are not obligated to do so will do so even after the ownership has changed. 
Second, some contracts have provisions that allow a party to end the agreement if control of the company is transferred. 
Examples of contracts that frequently contain change of control clauses include distribution and franchise agreements. 

State laws in the US vary regarding whether a company's change in ownership following a share sale would be regarded as an assignment for the purposes of its contracts. As a result, approvals from significant contracting partners of the firm may be needed in connection with the sale, even in the case of agreements that forbid assignment but lack a language about a change in control. Additionally, if a purchase was made through a legal merger, caution must be exercised. Even when all of the target company's assets and liabilities, including any contracts, are transferred in a lawful merger, change of control clauses may nevertheless be triggered by the merger. This might make it possible for a third party to break that contract.

Comparison between share sales and asset sales in acquisition for the buyer (Assets) 
Assets
When the business's assets are sold, the buyer will not automatically become the beneficiary of any current contracts that the seller has already signed. These contracts must be assigned or novated to the buyer in accordance with English law, and many contracts provide that the third party's approval is necessary for an assignment of the benefit to be legally binding. The buyer might view certain contracts as essential to the survival of the company, and it might be unwilling to rely on the third party to uphold the terms of the agreement notwithstanding the change in ownership of the company. There is always a chance that, in response to a formal approach, the third party may feel compelled to demand a renegotiation of the contract's conditions in exchange for agreeing to the assignment.

​It is typically necessary to get the landlord's permission to assign the lease when the business's assets include leasehold property. The landlord will frequently only agree to the assignment if the buyer is able to secure adequate assurances since it will want to make sure that it is not taking on additional risk by having the new owner as tenant. Getting a landlord's approval could cause the deal to take much longer to complete. The buyer must keep in mind that, in the event of an asset sale, it must make arrangements for either the transfer of all pertinent insurances or the purchase of new coverage.

Comparison between share sales and asset sales in acquisition for the buyer ( continuity to trade) 
Continuity in trade
The lack of trade interruption that occurs from buying the whole issued share capital of the target company is the key benefit. From the outside, very little will seem to have changed, and clients and suppliers are typically happy to continue doing business with the company as before. On the other side, an asset sale is more likely to cause them to reevaluate their interactions with the new owners, who might need to put in more effort to win back their trust.

Investing the Earnings Gain in Acquisition 
Assets Acquisition: Under Section 152 of the Taxation of Chargeable Gains Act of 1992 (TCGA 1992), roll-over relief from CGT/corporation tax is available on the sale of qualifying assets (including land, fixed plant, and machinery) used in the trade, provided that the proceeds of the sale are used to purchase additional qualifying assets. The relief works by converting the gain into the replacement asset, delaying any CGT or corporate tax liability until the replacement asset is sold (without itself being replaced). When a corporation sells a division and plans to buy new assets to expand other businesses it operates, this tax savings frequently makes an asset sale seem appealing. 

Shares: private vendors For the purposes of the aforementioned roll-over relief, shares are not qualified assets. An individual shareholder, however, will be entitled to claim a deferral relief if they subscribe for shares that are eligible for the Enterprise Investment Scheme (EIS) after reinvesting a chargeable gain from the sale of shares (or really any gain). 

Shares: commercial vendors A corporate seller who reinvests a chargeable gain in shares is not eligible for deferral relief on reinvestment in EIS shares. The sale by firms of sizable stakes in trading companies, as was already indicated, results in capital gains that are not subject to tax.

Tax Implications in Assets Acquisition
Two-tiered taxation: Assets.
If a company owns the business's assets, it will be the seller and get the purchase price in an asset sale. Additional actions must be conducted for the benefit of the selling firm's shareholders, such as the company declaring a dividend or, in the case of a sale of the entire company's assets, the shareholders liquidating the business. In addition to the administrative hassle, this complicates the tax situation because there are in fact two independent charge places. First, corporate tax on the sale of the assets is paid by the selling business. Profits from the sale of stock are chargeable as income receipts, and proceeds from the sale of assets for which capital allowances have been claimed, such as plant and machinery, may result in balancing charges (treated as income receipts) if the assets are sold for more than their tax-written-down value.

​Second, when the asset sale revenues are delivered to the shareholders after deducting the aforementioned tax charges, there will be an additional fee. Whether the shareholder is an individual or a business will determine how the proceeds distribution is taxed. There is a sale of the shareholders' shares for CGT purposes if the shareholder is an individual and the net proceeds are dispersed in a winding up. The shareholders will be subject to income tax under the Income Tax (Trading and Other Income) Act 2005, Part 4 (although they will receive a tax credit under the alternative distribution option of dividends). A distribution on a winding up is likely to benefit from the substantial shareholder exemption, and a payment by means of dividend will be covered by group relief on intra-company dividends, thus a corporate shareholder is less likely to be subject to a tax charge.

Tax implications In Shares Acquisition 
Shares: Direct Receipt of Consideration
If the company is owned by individual shareholders, the proceeds from the sale of the shares will be sent to them directly. An individual selling shares will have relatively simple tax repercussions. For CGT purposes, shares are chargeable assets, thus any sale of a share that results in a gain will result in (subject to exclusions) a tax charge for a particular shareholder. If the seller is eligible for reliefs, they could be able to exclude all or part of the gain. When shares are sold, the selling firm receives the proceeds directly if the company is controlled by another company. However, if the seller is selling a sizable interest in a trading firm, any capital gain realised by the selling company is probably free from corporation tax. Where corporate entities own ownership of the target company's shares, the availability of this exemption  will undoubtedly be a crucial factor. It is important to remember that the exemption underwent changes in 2017. The changes, which are subject to anti-avoidance regulations, include a broadening of the exemption's application and a loosening of several standards for disposals made on or after 1 April 2017.