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Deal Risk

How do I handle third-party consents and change-of-control clauses that can derail the deal?

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Third-party consent and change-of-control risk is the prospect that a deal triggers clauses in the target's key contracts allowing counterparties to renegotiate, terminate or block on a change of ownership.

Customers, suppliers, lessors, lenders and licensors may all hold such rights, and the value of the business can hinge on contracts that are not automatically portable. Boards care because losing a major contract on completion can undo the deal rationale.

This research note explains how consent and change-of-control risk present in your chosen jurisdiction and industry, and a framework for identifying and triaging affected contracts. It covers scenarios of lost or renegotiated agreements, the warning indicators, realistic impact ranges, and mitigation.

It also sets out when to engage deal counsel and commercial advisers. It is research, not legal advice.

Reference material for informed readers, not advice.

What's included

  • What this risk looks like in practice
  • Legal and regulatory framework in your country
  • Industry-specific risk profile for your industry
  • Real-world scenarios
  • Early warning indicators
  • Impact analysis
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  • Mitigation and control strategies
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Risk question

How do I handle third-party consents and change-of-control clauses that can derail the deal

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Research, not advice. Consult a qualified professional before acting on anything in this report.

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