Asset deal and share deal are different transactions
In an asset deal, the property itself changes hands. In a share deal, the company holding it does. The building may be identical; the transaction is not. What transfers, what liabilities come with it, what the buyer inherits in terms of history, contracts and obligations — all of that differs.
The commercial consequences follow from that: different diligence scope, different warranty architecture, different treatment of existing financing and different practical timelines. The tax and legal implications belong to qualified advisers, and they should be involved before a structure is agreed rather than after.
Structure decides where risk sits
Every transaction contains risks that cannot be eliminated: an uncertain permit, an unresolved defect, a tenant whose renewal is uncertain, a cost that is not yet fixed. Structure decides who carries them and at what price.
Instruments differ — retentions, escrow accounts, price adjustments, earn-outs, warranties with caps and thresholds, conditions precedent — but the underlying question is always the same: if this risk materialises, whose result changes? A structure that answers that clearly is usually acceptable to both sides. One that leaves it open is not, it merely postpones the conversation.
Capital structure is part of the deal, not a follow-up
How the buyer funds the purchase shapes what they can pay, how fast they can move and what conditions they need. Senior debt, mezzanine, joint venture equity, seller financing and staged payments each change the risk profile and the timetable.
For sellers, this means that a bid is only as good as the funding behind it. A slightly lower offer with committed financing is frequently the better transaction than a higher one that still has to find its capital.
Development projects: structure carries the time risk
In development transactions, the gap between agreement and delivery is where risk accumulates: permits, construction cost, contractor performance, letting and financing conditions all move during that period.
Structuring answers what happens to the price and to the obligations when they do — through milestones, adjustment mechanics and security. This is the substance of forward deals, and it is why those transactions are structured before they are marketed.
Special situations demand structure earlier
Distress, partner disputes, insolvency proximity, blocked estates, unresolved planning: in these situations the standard process does not apply. The transaction has to be built around the constraint — a deadline, a consent, a court process, a lender’s position.
What makes these deals possible is rarely a higher price. It is a structure that fits the constraint, agreed with the parties whose approval is genuinely required.
Aligning interests beats winning points
A structure that extracts every advantage from the other side tends to produce a signed agreement and a difficult closing. Parties under a structure they consider unfair look for exits, and complex transactions offer plenty of them.
The workable standard is different: each side carries the risks it can actually assess and influence, the price reflects that allocation, and both sides retain an interest in completing. That is what we mean by transaction structuring — not maximising a clause, but building an agreement that holds.
This article describes general market practice. It is not legal, tax or investment advice and does not replace an assessment of the individual case.
