Mergers and Acquisitions 317 Disadvantages of an Asset Acquisition · · · The bill of sale must be comprehensive enough to ensure that no key assets are overlooked and as a result are not transferred to the buyer. A variety of third-party consents to transfer key tangible and intangible assets to the purchaser will typically be required. The seller will be responsible for liquidating the remaining corporate "shell" and distributing the proceeds of the asset sale to its sharehold- ers, which may result in double taxation unless a special tax election is made. Compliance with applicable state bulk-sales statutes is required. State and local sales and transfer taxes must be paid. · · Preparing the Definitive Legal Documents Once you have completed the due diligence, conducted all valuations and appraisals, negotiated the terms and price, and arranged the financing, your acquisition team must work carefully with your attorneys to structure and begin preparing the definitive legal documentation that will formalize the