Seller’s primary interest is to minimize the tax on the capital gain

In general a seller’s primary interest is to minimize the tax on
the capital gain realized upon a sale or to generate a tax-exempt
gain. As the preferential treatment of capital gains only applies to
capital gains on the sale of shares in corporations, the seller will
generally prefer a share deal over an asset deal.

By contrast, the purchaser will seek to structure the acquisition
so as to maximize depreciation and amortization of the purchase
price for tax purposes, which is not possible when only shares
are acquired.

In general, the tax structuring considerations of the parties cen-
ter around the following criteria:

-Treatment of capital gains resulting from the sale

-Depreciation/amortization of acquisition costs

-Deductibility of refnancing expenses

-Use of tax loss carryforward of the acquired entity