• videocam Live Webinar with Live Q&A
  • calendar_month May 19, 2026 @ 1:00 PM ET/10:00 AM PT
  • signal_cellular_alt Intermediate
  • card_travel Commercial Law
  • schedule 90 minutes

Change of Control Contract Terms: Accounting for Ownership Changes of a Counterparty, Avoiding Unintended Consequences

Defining Triggers, Negotiating Remedies, and Coordinating Anti-Assignment Clauses

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About the Course

Introduction

This CLE webinar will discuss change of control clauses in commercial contracts; often overlooked but important provisions that allow a party to determine if and how they would like to continue to do business in the event of a change of ownership, change of management, or change in assets of the other party. The panel will review how boilerplate change of control terms may fail to adequately address the contracting parties' concerns and how these terms should be strategically tailored to correspond with specific triggering events identified by the parties as problematic to their ongoing contractual relationship.

Description

Companies are bought, sold, and merged all of the time, but contracts are often silent as to the impact that such a change should or will have on an existing contract. Many contracts contain an anti-assignment clause, which prohibits the parties from assigning their rights or obligations under the contract to another party. In addition, contracts should, but often do not, have a "change of control" clause, allowing the parties to have recourse (even termination) if the counterparty to the agreement changes its ownership or structure.

Change of control provisions vary from agreement to agreement based on the needs of the parties. Because of the significant impact a change of control provision can have on both parties, it is important that these provisions be strategically negotiated and that appropriate diligence is taken to understand any existing provisions before they are triggered.

When drafting change of control provisions, counsel should define the kind of change that their client fears the most and define the recourse available to the parties in the event a triggering event occurs.

Listen as our authoritative panel discusses the importance of change of control clauses in commercial contracts and provides tips, best practices, and sample clauses to consider for various types of agreements.

Presented By

Andrew B. Fromm
Member
Brooks Wilkins Sharkey & Turco, PLLC

Mr. Fromm specializes in business contracts, litigation, supply chain agreements, negotiations, disputes, warranty and recall litigation, and state and federal compliance issues. He has successfully represented and counseled clients in a significant number of state and federal lawsuits, arbitrations, and multiple consumer class actions. Mr. Fromm also has extensive experience in representing multiple Fortune 500 corporations, automotive companies, manufacturing companies, and private clients throughout all phases of complex litigation involving product liability, wrongful death, negligence, contract, warranty, and indemnity disputes, insurance-coverage disputes, and compliance and regulatory issues involving various state and federal agencies.

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Veronica T. Nunn
Partner
Pillsbury Winthrop Shaw Pittman LLP

Ms. Nunn is one of Pillsbury’s leading M&A and Private Equity partners, routinely called upon to steer companies and private equity sponsors through their most complex, high-stakes transactions. She leads transformative mergers and acquisitions, strategic investments and divestitures, joint ventures, reorganizations, equity financings and liquidity events, and serves as a trusted adviser on corporate matters. Widely recognized for her judgment, deal leadership and command of market dynamics, Ms. Nunn is known for bringing clarity and momentum to highly negotiated, time-sensitive matters. She offers deep experience in the energy and technology sectors and a broad cross-industry perspective spanning manufacturing, retail, media, sports and business services. Ms. Nunn's background as a former consultant and quantitative developer at a financial technology company enhances her ability to advise on sophisticated, innovation-driven transactions.

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Credit Information

  • This 90-minute webinar is eligible in most states for 1.5 CLE credits.


  • Live Online


    On Demand

Date + Time

  • event

    Tuesday, May 19, 2026

  • schedule

    1:00 PM ET/10:00 AM PT

I. Overview: what are change in control contract terms and what is their purpose?

II. How change in control terms differ from anti-assignment clauses

III. Identifying problematic changes (triggers) that will impact the contract as it stands

IV. Defining change of control in an agreement

V. Determining the type of control the party requires: obtain consent, provide payment, right to terminate the contract

VI. Include the specific time period a party has to decide what action it wants to take in response to the change of control

VII. Interplay with termination clauses


The panel will address these and other important considerations:

  • Why are change of control provisions important to commercial contracts?
  • How do change of control provisions differ from anti-assignment clauses?
  • What are some changes of control or triggers that contracting parties should consider when drafting these provisions?
  • What remedies should contracting parties consider when drafting these provisions?
  • What are common rights a contracting party has when a change of control occurs with a counterparty?