This is one of the most important structuring questions in any business sale. Sellers generally prefer a share sale — it is cleaner and, where BADR applies, more tax-efficient. Buyers often prefer an asset purchase — they acquire specific assets, avoid inheriting historic liabilities, and may get a better tax position on acquired assets. The negotiation between these positions is part of the deal process. WDS advises on the structuring question as a standard part of all transaction work.