A share sale is a transaction where the buyer acquires the shares in the company that owns the business, taking on the company’s existing assets, liabilities, contracts, and tax history. In Australia, share sales are often preferred by sellers for tax reasons (potential eligibility for the small business CGT concessions and the 50% CGT discount on individually-held shares held more than twelve months).
Buyers typically prefer asset sales because they can choose which liabilities to assume. The choice between share sale and asset sale is one of the earliest and most consequential structural decisions in any Australian deal.