M&A Foundations · glossary
A change in who ultimately controls a company. A regulator must approve a new controller of an authorised firm before completion. A change of control clause in a contract may also let the other party end it, so due diligence checks for these clauses. Chapter 13
Explained in Chapter 13, Signing to Completion, of M&A Foundations.
Also explained in Legal Due Diligence, Shareholders' Agreements, Venture Deals and White Label SaaS.
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 →
Every chapter of M&A Foundations is free to read, including the full training share purchase agreement.
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