Assigning and Acquiring Contracts in M&A Deals: General Rule and Exceptions to Assignability; Deal Structure Impact
Join Taylor Cammack and Kyle Dostal for a CLE webinar focused on key considerations for deal counsel navigating the assignment of commercial contracts in the context of a merger or acquisition.
Our panel will offer practical guidance on evaluating assignability during due diligence and structuring transactions to manage risks tied to anti-assignment and change-of-control provisions. Topics will include:
- Circumstances under which a contract cannot be assigned in an M&A transaction
- How deal structure (asset vs. stock purchase or merger) impacts assignment
- Best practices for deal counsel when negotiating M&A agreements to reflect the parties’ intentions around contract assignment
- Proper documentation of assignments or ownership changes
While contracts are generally assignable, exceptions—such as intellectual property licenses, personal services agreements, and contractual or statutory restrictions—can significantly affect a deal. Understanding these issues early in the process can help avoid delays, preserve value, and protect client interests.
The presentation will conclude with a live Q&A session.