In Nigerian M&A, the choice between a share sale and an asset sale is often treated as a documentation point to be settled once the commercial terms are agreed. It is in fact one of the commercial terms. Structure decides who inherits historical liabilities, whether employees, contracts, licences and data move with the business, and whether merger notification, standstill obligations and sector approvals will shape the closing timetable. A deal priced without that analysis can deliver a risk allocation the parties never intended.

This article compares the two structures on the issues where Nigerian deals most often come under strain: share transfer mechanics under CAMA 2020, merger control under the FCCPA 2018 and the FCCPC’s notification thresholds, employee transfers under the Labour Act, and data protection under the NDPA 2023 and the NDPC’s GAID 2025. It then turns to how structure reshapes the transaction documents, the assignment-versus-novation problem, and cross-border deals, where Nigerian law can still apply even if signing happens offshore.

It is written for investors, founders, in-house counsel and transaction lawyers who need to choose a structure early, run diligence suited to it, and avoid the problems that otherwise surface after the price is set.