Real estate in corporate transactions

Key issues and starting points

Many corporate business transactions (asset purchase, share purchase or merger transactions (M&A)) have a property element and will involve the acquisition of at least one leasehold or freehold interest. The property component of a corporate transaction may vary in importance and complexity depending on the nature of the business and the extent of property assets, ie:

•
where the property is a trading asset and only has significance because of how it will be used in the buyer’s business operations—whether of primary importance to the operation of the business (eg the character and location of a building in a hotel or restaurant business purchase) or surplus to requirements (eg the buyer intends to rationalise business assets and sell off the target company or business property)
•
where property is held as an investment asset and the corporate structure or ‘wrap’ is incidental to the main business of property investment, see: Property fund structures—overview

Choice of structure (share or asset purchase)

A business may be acquired by way of share purchase or asset purchase. Under a share purchase, the buyer takes over ownership

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