Contract Assignment in M&A Transactions: Guidance for Deal Counsel

Navigating the General Rule and Exceptions to Assignability and the Impact of Deal Structure on Contract Assignment

Recording of a 90-minute premium CLE webinar with Q&A

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Conducted on Thursday, July 23, 2015

Recorded event now available

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Course Materials

This CLE course will provide guidance to deal counsel for addressing the assignment of commercial contracts from the target company to the buyer in the context of a merger and acquisition (M&A) transaction. The panel will discuss the circumstances under which a contract cannot be assigned, the impact of the selected M&A deal structure on contract assignment, and considerations for counsel when including anti-assignment clauses in M&A agreements.


When conducting due diligence as a part of a business acquisition, buyer’s counsel must evaluate the target company’s existing commercial contracts and determine which of them are eligible for assignment from the target company to the buyer.

As a general rule, contracts are freely assignable. However, there are exceptions: 1. some intellectual property licenses are not assignable without the licensor’s express consent, 2. agreements for personal services may not be assigned, and 3. contract assignment may be prohibited by statute, public policy or contractual anti-assignment clauses.

The structure of an M&A deal impacts the ease or difficulty of contract assignment. In an asset purchase, if the contract the buyer seeks to acquire contains an anti-assignment clause, the counterparty to the target’s contract must consent before the assignment can be completed, which can result in an attempt by the counterparty to renegotiate the terms of the contract with the buyer and ultimately delay or harm the deal. A counterparty’s consent to contract assignment is not required with a stock purchase or merger; however, the buyer should beware of acquiring contracts with “change of control” provisions as a part of a stock purchase or merger because these contracts may terminate upon a change in ownership of the target company.

Listen as our authoritative panel discusses considerations and best practices for deal counsel when dealing with the assignment of contracts in the context of an M&A deal.



  1. Contract assignment general rules and exceptions
  2. Impact of deal structure on contract assignment
    1. Asset purchase
    2. Stock purchase
    3. Merger
  3. Best practices for counsel


The panel will review these and other key issues:

  • Under what circumstances can contract assignment be prohibited in the context of an M&A deal?
  • How does the structure of an M&A deal impact contract assignment?
  • What are some best practices for deal counsel when negotiating the initial M&A deal to ensure that the parties’ intentions regarding the assignment of contracts in the future are addressed?


Jason L. Greenberg, Esq.
Jason L. Greenberg, Esq.

Fried Frank

Mr. Greenberg concentrates his practice on IP and technology contracts, including licensing, development,...  |  Read More

Karen C. Hermann
Karen C. Hermann

Crowell & Moring

Ms. Hermann's practice focuses on mergers and acquisitions, carve-out transactions, joint ventures and...  |  Read More

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