Dot Joining - the Jock way, page-24

It looks like a more complex agreement to take on liabilities;

A share purchase is slightly more
complex than a purchase of business
assets, because with the shares comes
a range of potential liabilities, many
of which may not be identified on the
balance sheet of the entity. Share sales
may involve the sale of the shares in
a trading entity, related entities and
occasionally units of a unit trust. In
some instances the share value may be
determined on the basis of the expected
future earnings of the business and may
not take into account the underlying
market value of the assets or liabilities
being acquired. Where a purchaser
acquires 100% of the shares in an entity,
the purchaser takes control of the entity
and all of the assets and liabilities.