Guides & StudiesReviewing Change of Control and Assignment Provisions

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Preface

Change of control and assignment provisions are not always heavily negotiated, but the importance of reviewing and analyzing them carefully during due diligence cannot be overstated. Early identification of critical target company contracts and careful analysis of these clauses are essential so that the parties can develop effective strategies for addressing any issues that could put at risk the intended value or timing of a transaction.

This eBook aims to facilitate this process by describing the major variations in these provisions, the rationales behind their construction, and how they operate under different transaction structures (e.g., asset sales, stock sales, mergers, spinoffs).

Kira’s team of veteran lawyers present this comprehensive and practical guide to the critical process of reviewing change of control and assignment provisions in due diligence.

This 40-page guide will help you understand:

  • What change of control and assignment provisions are
  • How they apply to different transactional structures
  • How notice provisions apply in relation to these clauses
  • How to effectively deal with issues stemming from these provisions
  • What to include in a diligence chart
  • Sample clauses

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