Share Sale
Written by Christopher Krassnig - Founder - Kairos Exchange and ZenoX Media.
Published
- Checks in every memo8
- Automatic on day one3 of 8
- Read by handad spend and processor payouts
- Tracked ecom salesEUR 200M+ZenoX ad-management figures, not Kairos deal volume - Kairos hasn't closed a deal yet.
Share Sale is the deal structure where a buyer takes over the seller's legal entity itself, along with its full history of contracts, taxes, and liabilities. Online-store deals rarely use it below a few million in price, since it trades a clean, inspected asset list for inherited risk the buyer cannot fully see. On Kairos the share route is closed: every deal is structured as an asset sale.
When It Happens Anyway
A license or a supplier contract that cannot be reassigned to a new legal entity, a tax reason on one side of the table, or simple deal size are the real cases where a share structure gets used instead. Each one needs counsel on both sides, because the buyer is now underwriting the company's past, not just the store's present numbers. If a counterparty pushes for a share structure on a small store deal with no such reason on the table, the honest question is what the entity carries that they would rather not name out loud.
Not to Be Confused With
- Asset Sale
- a share sale transfers the company itself, liabilities included; an asset sale transfers the store's named assets one by one and leaves the seller's company behind. Confuse them and a buyer underwrites debts and old contracts they never priced into the deal.