Transaction structuring
Assess the business transfer model and identify the assets, liabilities and licenses to be included.

A slump sale is a transaction structure through which a buyer acquires an undertaking or business as a going concern, often including assets, liabilities, licences and employees in a single transfer. It is commonly used to acquire a business unit or ongoing operation with continuity of operations.
A slump sale is a business transfer model designed to move an ongoing undertaking as a going concern rather than a piecemeal asset sale. The structure can be useful for business continuity, operational simplification and transaction efficiency when a buyer is acquiring a functioning business unit.
Deal structuring, diligence and transaction support for business transfers carried out as a going concern.
Assess the business transfer model and identify the assets, liabilities and licenses to be included.
Review commercial, legal and operational exposure in the target undertaking.
Coordinate the transaction documents needed to formalise the transfer.
Assess approvals, filings and legal conditions connected to the transfer.
Manage completion steps, approvals and internal transition requirements.
Support the operational and governance transition after completion.
A slump sale is a business transfer model designed to move an ongoing undertaking as a going concern rather than a piecemeal asset sale. The structure can be useful for business continuity, operational simplification and transaction efficiency when a buyer is acquiring a functioning business unit.

A buyer can acquire the going concern with operational continuity and existing business relationships.
The transaction can simplify a transfer of a defined undertaking by consolidating the relevant assets, liabilities and contracts.
The deal can be structured around the business as a single operating unit rather than a separate asset-by-asset process.
Support continuity for employees, customers, suppliers and core commercial arrangements.
Useful for restructuring, carve-outs or strategic acquisitions without a full entity combination.
Tailor the deal to the specific business being sold and the liabilities to be transferred or retained.
A slump sale is a business transfer model designed to move an ongoing undertaking as a going concern rather than a piecemeal asset sale. The structure can be useful for business continuity, operational simplification and transaction efficiency when a buyer is acquiring a functioning business unit.
When the buyer wants to continue the operations and customer relationships of the business.
Useful when the seller wants to dispose of a defined undertaking without a full share sale or merger.
Where the business is best transferred as a combined units and liabilities package.
Critical where the structure affects employees, contracts, permits and ongoing obligations.

Comparing the main transaction routes for transferring a business or operating undertaking.
| Features | Asset Sale | Share Sale | Slump Sale |
|---|---|---|---|
| Structure | Buyer acquires selected assets and liabilities | Buyer acquires shares and the company continues | Buyer acquires a business undertaking as a going concern |
| Continuity | May require separate transfer of contracts and permissions | Entity continues, subject to ownership change | Business operations are intended to continue seamlessly |
| Complexity | Moderate to high due to multiple transfers | High due to corporate and shareholder issues | High due to undertaking-level transfer analysis |
| Common use | Specific asset transfer | Corporate acquisition | Business unit or undertaking transfer |
Use this overview as a starting point for advice on the proposed structure and circumstances.
A clear sequence of decisions and filings, coordinated around complete information and authority processing.
Understand the operation, business model and the undertaking being transferred.
Assess assets, liabilities, contracts, staff and regulatory considerations.
Decide which assets, liabilities and obligations should be included or excluded.
Prepare and negotiate the transaction documents for the transfer.
Coordinate the required corporate, regulatory and commercial steps.
Support continuity, systems and operational integration after the transfer.
Indicative documentation for a slump sale structure.
The fee varies based on the business being transferred, the liabilities included, the diligence profile and the approvals involved.
For complex ownership, activity-specific permissions, foreign participation or tailored requirements.
Get a QuoteGovernment charges, applicable taxes and third-party costs are confirmed separately as part of the proposed scope.
Common questions on slump sale transactions.
Perspectives shared with permission by clients of our advisory teams.
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