Shareholders' Agreements · glossary
Someone who did not control an owner at Completion gaining control of it. For Ferris or Aldous & Wren, that counts as an offer of all its shares to the other at Fair Value. The sale of Aldous & Wren to a private-equity fund in 2028 was one. Definition: Change of Control · Clause 12.3 · Chapter 7
Explained in Chapter 7, Transfers, of Shareholders' Agreements.
The main page for this term is Change of control, in M&A Foundations.
Clause 1 defines a Change of Control. It happens when someone who did not control the owner at Completion gains control, alone or with others acting together. Control means the power to have a company run as you wish, directly or through other companies. So the test looks through to the ultimate owner.Read Chapter 7, Transfers →
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in relation to a Shareholder which is a body corporate, a person who did not Control it at Completion (or, for a later Shareholder, when it adhered) acquiring Control of it, alone or with others acting in concert;Read the definition in the document →
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