Assignment and Change of Control Clause Review Checklist

You skimmed “no assignment without consent” and filed it as boilerplate six weeks before a raise. An assignment and change of control clause review checklist is the keep / narrow / escalate log you fill before the data room: two rules, one mapped event, one named remedy. Search both headings, then write what happens if you issue shares or sell stock.

In August 2026, Harper — founder, 20-person UK SaaS — is assembling the raise pack. The lead investor wants material-contract consents. The US cloud MSA — a master services agreement — bars assignment in the vendor’s sole discretion; there is no Change of Control heading. Harper tells the board it is a share issue, not an assignment. One customer paper treats any financing as a deemed assignment. Typical mistake: the hidden risk is stopping at Assignment.

Disclaimer: Checkory provides AI support, not legal advice. Consult a qualified lawyer for binding decisions.

Why is assignment not the same as change of control?

Assignment and change of control are opposite events. Assignment matters when the contracting party disappears or becomes a shell. Change of control matters when that party still exists and only the owners change. A bare no-assignment line often misses a stock sale. Open both headings and write two rules.

Freeze the packet — the MSA, order form, DPA — a data processing agreement — and today’s online terms — first. That freeze is the prepare-the-packet guide, not this page. Tech Contracts Academy: do not treat a “surviving entity” carve-out as change of control. Pinsent Masons (England and Wales): assignment moves the benefit, not the burden. Vaquill: a bare anti-assignment often misses a stock sale.

• Do: write Column A (who may transfer) and Column B (control, whose change, consequence).
• Do not: stop at Assignment because the company name on the signature block will not change.

Which trigger actually matches your deal?

Map the event you expect in the next twelve months — equity raise, stock sale, asset sale, merger, intra-group reorg — against the words on the page. A share issue is not an assignment. It can still be a change of control if new investors take voting power or board control. Read the definition, not the deal nickname.

Sprintlaw UK (15 June 2026): a raise can count if new investors take majority voting power or board control. A minority cheque is not automatically outside. Glacier Lake: asset sale → anti-assignment; stock sale → usually change of control. Vague “any financing” lines catch a routine raise.

• Do: test voting %, board rights, operation of law, affiliate, and “any financing.”
• Do not: tell the board “we’re issuing shares, so nothing is assigned.”

What is the remedy — notice, consent, terminate, or reprice?

Name the remedy in one word before you send anything. Notice is not consent. Consent is not a courtesy email. Sole discretion is a veto. Termination or a fee reset is cash and timing. Change of control consent in a vendor contract is a decision, not a “clause found” tick.

For example, TryGotham splits trigger from consequence. Silence is not approval unless the paper says so. LegalClarity (US colour only): “may not be assigned” is often a promise unless the clause says void. In practice, Harper’s cloud MSA is a veto. How to review an anti-assignment clause: write the consent standard, then open Change of Control.

• Do: write notice / consent / terminate / reprice next to the citation.
• Do not: send a “courtesy heads-up” and treat silence as a waiver.

How do you build a consent tracker for material contracts?

Build the tracker before the data room, not after the investor asks. Log only material contracts: top customers, must-have vendors, hosting, payments, licences. Rank high when they can block, terminate, or reprice something you cannot replace before the raise.

Glacier Lake, citing SRS Acquiom 2025 as secondary colour: 41% of sellers first find a material restriction during buyer diligence. Log counterparty, trigger, remedy, owner, deadline. The rest of the vendor screen lives on the vendor contract red flags checklist.

• Do: rank Harper’s cloud MSA, payments paper, and top customer first.
• Do not: build a closing-status workbook for every click-through tool.

Which carve-outs should you ask for?

Ask for named carve-outs, not a vague please-be-reasonable. The usual list is affiliate and intra-group reorganisation that does not change ultimate control, a bona fide financing below a stated voting threshold, and consent not to be unreasonably withheld.

Sprintlaw’s usual ask: intra-group and fundraising carve-outs. Vaquill’s most-negotiated assignment carve-out is affiliate plus an acquirer of substantially all assets.

• Do: ask affiliate / intra-group with no change in ultimate control; financing below a stated voting %; reasonableness.
• Do not: accept “any financing” plus sole-discretion consent on a must-have vendor.

When do you keep, narrow, or escalate before a raise?

Decide keep, narrow, or escalate before anyone uploads the pack. Keep mutual reasonableness plus affiliate and financing carve-outs on a replaceable vendor. Escalate sole-discretion consent plus any-financing change of control plus terminate-or-reprice on hosting, payments, or a top customer. Highlight one sentence.

Pause wording Harper should circle: “Any Change of Control, including any financing, shall be deemed an assignment requiring Vendor’s prior written consent, which may be withheld in its sole discretion, and Vendor may terminate or adjust fees.” That is a High flag — wording that should pause the raise — for counsel — a qualified lawyer. Success bar: fill a one-page log. Workflow: packet → two rules → map the event → name the remedy → tracker → carve-outs → keep/narrow/escalate. Checkory can run a first-pass — a machine pass that extracts those headings. A human still maps the trigger.

• Do: highlight one High sentence or escalate by name.
• Do not: tell the board the paper is fine because “we’re still the same company.”