Request for Consent to Change of Control

by Practical Law Commercial Transactions

A generic form of letter for requesting consent to a change of control under a commercial contract. This Standard Document is intended for use when an agreement contains a change of control clause, making counterparty approval necessary to proceed with a transaction, such as a corporate reorganization, equity sale, or asset transfer. It addresses the importance of securing consent to avoid triggering adverse contractual consequences, which can include a violation of the contract's anti-assignment provision, a deemed breach, an event of default, or a right of termination for the counterparty. This request is structured to explain the transaction leading to the change of control and seek the counterparty's consent to the change of control and acknowledgment that the change of control will not violate the agreement. This Standard Document has integrated notes with important explanations and drafting tips.