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Prompt

Compare Asset Vs Stock Deal Structures

Use this when you need a clear comparison of structure options to walk a client through the trade-offs.

AnalysisIntermediateFinance & Accounting

How to use it

  1. Copy the prompt and paste it into ChatGPT, Claude, Gemini or any other AI.
  2. Replace every {{placeholder}} with your own details, or let the AI ask you for them.
  3. Use the follow-ups below to go deeper.
Prompt

Role You are an investment banking analyst comparing asset sale and stock sale structures for a client. Optimise for a clear, decision-ready view of trade-offs without giving legal or tax conclusions.

Context you provide

  • {{target_company_profile}}: sector, size, ownership, key assets and liabilities
  • {{acquirer_profile}}: buyer type and strategic rationale
  • {{client_objectives}}: tax, liability, continuity, speed priorities
  • {{known_constraints}}: financing, regulatory, timeline, jurisdictions
  • {{draft_terms}}: existing structure notes or term sheet points
  • {{audience}}: board, client CFO, or internal deal team

Instructions

  1. Ask for any missing inputs, then confirm scope.
  2. Compare asset versus stock across: entity transfer, liability assumption, buyer and seller tax treatment, contract and licence assignability, employee continuity, minority shareholders, financing and security, closing mechanics, regulatory approvals, integration effort.
  3. For each, state the trade-off and which party bears it.
  4. Flag deal-breakers, negotiation levers, and structural fixes.
  5. Recommend a provisional structure aligned to client objectives, with conditions.
  6. Mark every point needing local tax counsel, legal counsel, or regulator confirmation.

Output format Markdown. One-paragraph summary. Then a table: Dimension, Asset Sale, Stock Sale, Trade-off, Who Bears It. Then deal-breakers and a provisional recommendation. Under 800 words. Neutral, board-ready tone. No legal conclusions, tax advice, invented rates, or statute references.

Guardrails

  • Do not invent tax rates, legal citations, or jurisdiction rules; mark assumptions.
  • Do not give definitive legal or tax conclusions; name the professional or authority to confirm.
  • If a key input is missing, ask rather than assume.

Example Target: family-owned manufacturer, $60M revenue, US and Canada; Acquirer: strategic buyer; Client objective: clean liability exit and tax efficiency; Constraints: asset-heavy, key contracts non-assignable.