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A company sale is a transaction whose perimeter is the legal entity — almost always a sale of shares — as opposed to a business sale framed as assets, or a sale of a division carved out of a larger parent.
A company sale answers a legal question: who owns the company after closing? The instrument is typically a share purchase agreement. Contrast a business sale described as assets, or a divestiture of a division that was never its own company until a carve-out.
In everyday use the two phrases overlap. In a structure memo they should not.
Even in a 100% share deal, price is usually struck as cash-free debt-free enterprise value, then:
Equity price = EV − net debt ± WC vs peg ± other locked-box / completion adjustments
The company (with its contracts, licences and tax history) is what the shares carry.
Illustration only.
HoldCo owns OpCo. A buyer “buys the company” by purchasing HoldCo shares for €25m equity. OpCo’s customer contracts never novate. A parallel structure — buying OpCo’s assets into a Newco — would be a business/asset sale requiring consents. Same economic engine, different company-sale vs asset-sale legal outcome.
Company sales import the entity’s hidden liabilities (tax, pensions, litigation, change-of-control clauses). That is why W&I insurance and escrow exist. Asset deals shift some of that, not all (employees, environmental, and tax can still follow).
Founder 100% exits; PE secondary buyouts of a holdco; taking a listed company private (still a company sale, heavily regulated).
Selling 30% of the company is not a company sale in the exit sense; it is a recapitalisation or investment. Selling a subsidiary while keeping the parent is a divestiture.
Dazur’s default equity bridge assumes a company (share) sale unless the file is tagged as assets or carve-out — because net debt and WC definitions live at the perimeter that actually transfers.