For some companies, changing ownership is not a problem, but if the agreement is very specific or involves a new product or service, it can be difficult to replace/duplicate it with another company. A company may decide that it does not want to devote time or wants to have the inconvenience of having to know a new management when the other party is acquired or to take the risk that the new management does not correspond well to it or does not correspond to its project team. New managers should not prioritize the project in the same way if they have assessed the company`s assets. For example, a company may switch suppliers or subcontractors with new parties, which may result in a change in the details, quality or timing of commitments resulting from the agreement, or a competitor may purchase one of your suppliers and you may no longer want to do business with that supplier. However, it is easy to avoid this potential scenario by simply incorporating a provision into a contract that explicitly describes how the contract should be treated in the event of a change in control. For example, a company may cancel the contract if the other contracting party undergoes a change of ownership. This may be an extreme choice, but there must be pre-defined options that will be clearly incorporated into the agreement. Thus, an amendment to the control clause is included in the business contracts: the amending clauses create the right to terminate a contract – usually with a supplier – after the change of management and/or shareholders during the term of the contract. Lawyer Nicole O`Hara regularly negotiates contracts for the marketing of intellectual property and other commercial contracts. A change in the control provision is an agreement in which a party has specific rights, such as payment, consent or termination. Read 3 min If a company funds venture capital, it may be important to change the control provision, so that if the funder does not see the desired growth, it has the option of divesting by merger or sale.
This, in turn, can result in a sharp increase in the cost of the acquisition. It can also reduce the shareholder`s consideration. An important part of a corporate lawyer`s role in an acquisition is to review all existing agreements. They will also study the structure of the acquisition to maximize all of the companies` assets when combined. Sometimes complex business acquisition structures are used to solve these problems. However, the parties can reduce the possibility that the provisions will be problematic by addressing the problems of a trade agreement. A licensee should consider the effects of approving a change to the control regime or reduce the value of the business in the eyes of a potential acquirer. This is particularly important for small and medium-sized enterprises. However, a company may be satisfied with the acquisition or merger (change of control), as this means that the other party will become more competent, financially stronger or geographically important in the applicable area.