Change-of-Control Clause Tracker

Search all contracts for change-of-control, assignment, and consent-required provisions

Identify contracts where COC is defined broadly (includes indirect ownership changes, board composition changes)

Flag contracts with "deemed assignment" language that treats ownership changes as assignments

Distinguish between direct COC triggers (target stock sale) and indirect triggers (parent-level transactions)

Identify the specific ownership threshold that triggers COC in each contract (e.g., 50%, majority, any change)

Note whether each COC clause applies to mergers specifically, or only stock/asset sales

Check for "successor and assigns" language that may allow transfer without consent in certain structures

Document which contracts are silent on COC (risk depends on deal structure and governing law)

Categorize each COC clause by consequence: termination right, acceleration, consent required, or notice only

Identify contracts where the counterparty has an automatic termination right (not just an option to terminate)

Flag any debt instruments where COC triggers an event of default and mandatory repayment

Note contracts where COC triggers renegotiation rights (pricing resets, term adjustments)

Identify lease agreements with recapture provisions allowing landlord to reclaim space upon COC

Check IP licenses for COC provisions that could revoke or limit license rights upon transfer

Review whether any COC clauses trigger liquidated damages or penalty payments

Identify employment agreements where COC triggers accelerated vesting, severance, or golden parachute payments

Map how each COC clause would be triggered (or not) under the proposed deal structure

Determine whether a reverse triangular merger structure would avoid triggering anti-assignment clauses

Assess whether any COC clauses specifically cover mergers (not just stock or asset sales)

Evaluate whether alternative deal structures (stock sale vs. asset sale vs. merger) reduce consent burden

Check governing law for each contract to determine how assignment-by-operation-of-law is treated

Identify contracts where the COC definition is broad enough to cover any structure

Prepare a side-by-side comparison of consent requirements under each potential deal structure

Classify all consent-required contracts into tiers: Tier A (closing condition), Tier B (best efforts), Tier C (post-closing)

Identify the top 10 contracts where failure to obtain consent would most impact deal value

Prepare consent solicitation letters tailored to each tier of counterparty

Determine whether "deemed consent" mechanisms (consent assumed if no response within a set period) are enforceable

Negotiate the purchase agreement to allocate risk for unobtained consents (indemnity, escrow, or price adjustment)

Track consent status for each contract (not yet sent, sent, received, refused, waived)

Identify counterparties likely to demand a "consent fee" and budget accordingly

Prepare fallback strategies for critical contracts where consent is refused (renegotiation, replacement vendor, etc.)