Tag archives: change in control

Understanding landlord consents in share and asset purchase transactions

Transactions, whether share or asset purchase, may involve the transfer of real property interests. Some important considerations when drafting agreements for these transactions are:

  • Are there any leases that are a part of the transferred assets?
  • If so, is landlord consent required for assignment or change of control under these leases?
  • Are the leases material, such that failure to maintain or transfer the lease on closing will materially adversely impact the deal?

Landlord consents are a crucial aspect of such deals and proper drafting of the agreement and interpretation of landlord consent provisions in leases can save time and undue … Continue Reading

Change-in-control severance and its impact on key talent retention

boardroom-680x220As discussed in previous posts written by my colleagues Victoria Riley and Sara Josselyn, key talent retention is an important consideration for parties to a proposed M&A transaction. The uncertainty of a potential transaction may cause key employees to seek work elsewhere, which could in turn, jeopardize the deal itself. A change-in-control (CIC) severance agreement, however, is one mechanism that can be used by companies to allay concerns and prevent key talent departures.

CIC severance offers enhanced severance to key employees upon a change-in-control. The agreement must define what would constitute a “change-in-control”. Although this definition is … Continue Reading

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