Actually, in the U.S. it is very common for acquirers to structure an acquisition as an "asset purchase" precisely so that they can pick and choose the assets t

Actually, in the U.S. it is very common for acquirers to structure an acquisition as an "asset purchase" precisely so that they can pick and choose the assets they are purchasing and the liabilities they are agreeing to assume. In general, the buyer and the seller are free to agree to whatever arrangement they wish in the purchase agreement. There are of course limitations in background law for protection of creditors, employees, the environment, and the government's interest in certain kinds of government contracts. Also the Common law concept of "successor liability" is sometimes applied to buyers that try to escape liability. But there is no general principle requiring liabilities to follow the assets of a business.