M&A Foundations · glossary

Change of control

A change in who ultimately controls a company. It matters twice: regulators must approve a new controller of an authorised firm before completion, and a change of control clause in a commercial contract may let the counterparty terminate when the company's ownership changes — a standard due diligence check. Chapter 13

Explained in Chapter 13, Signing to Completion, of M&A Foundations.

How it comes up, in Chapter 3
Share deals are not consent-free. Well-drafted commercial contracts often contain a change of control clause: a right for the counterparty to terminate (or renegotiate) if ownership of the company changes hands. The contract itself never moves — but the customer may be able to walk away the day the shares do. One of due diligence's first jobs (Chapter 7) is to hunt through the target's key contracts for exactly these clauses, so the buyer can seek consents or waivers before…
Read Chapter 3, Deal Types and Structures →

Related terms

Where this term lives

Every chapter of M&A Foundations is free to read, including the full training share purchase agreement. It is part of one complete fictional deal, with every document attached and a test after every chapter. Open M&A Foundations → · All terms A–Z →