# Asset Deal vs Stock Deal

*Corporate Finance & M&A — Finicade finance glossary*

In an asset deal the buyer picks specific assets and liabilities; in a stock deal it buys the company whole, including everything it has ever done. Buyers prefer asset deals for the clean break from unknown liabilities and the stepped-up tax basis; sellers prefer stock deals for the single capital gain and complete exit. Most negotiations over structure are really this tax and liability trade being priced.

**Also known as:** asset purchase, share purchase, stock sale

**Related terms:** [Mergers and Acquisitions (M&A)](https://finicade.com/glossary/mergers-and-acquisitions), [Purchase Price Allocation](https://finicade.com/glossary/purchase-price-allocation), [Representations and Warranties](https://finicade.com/glossary/representations-and-warranties), [Capital Gains Tax](https://finicade.com/glossary/capital-gains-tax), [Due Diligence](https://finicade.com/glossary/due-diligence)

Source: https://finicade.com/glossary/asset-deal-vs-stock-deal