The difference between a share sale and a business and asset sale is really who is the seller. In a share sale, the sellers are the individual owners of the shares. They sell their interest in the company, and the company continues to run as it always has. In a business and asset sale, the seller is in fact the company, and it’s selling its business and assets to a third party, and therefore the consideration payable for those business assets actually belong to the company. It then has to distribute those proceeds to the shareholders once it’s paid out all its expenses.
