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Deal structuring is fundamentally about satisfying as many of the primary objectives of the parties involved and deciding how risk will be shared.

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If a transaction involves a cash purchase of target stock, the target company’s tax cost or basis in the acquired stock or assets is increased or “stepped up” automatically to their fair market value (FMV), which is equal to the purchase price paid by the acquirer.

It is seldom important that the buyer and seller agree on the allocation of the sales price among the assets being sold, since the allocation will determine the potential tax liability that would be incurred by the seller but that could by passed on to the buyer through to terms of the sales contract.

The major advantages of using a triangular structure are limitations of the voting rights of acquiring shareholders and that the acquirer gains control of the target through a subsidiary without being directly responsible for the target’s known and unknown liabilities.

A transaction is usually taxable to the target firm's shareholders, if the acquirer's stock is used to purchase at least 30% of the target firm's stock or assets.