Legal Due Diligence · glossary
Buying a company by buying its shares. Everything inside the company comes with it, problems included, and its contracts stay where they are, although change-of-control clauses may fire. The other structure is an asset deal. Chapter 7
Explained in Chapter 7, Material Contracts, of Legal Due Diligence.
On a share deal the buyer buys the company's shares, as Atlas did. Solaris signed the contract and stays Novapay's counterparty after completion, so nothing is transferred. The clause still fires because it looks past the company to whoever controls it. The shares in Solaris pass from Meridian to Atlas, control moves, and the clause is engaged.Read Chapter 7, Material Contracts →
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