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
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.
- Contract assignment general rules and exceptions
- Impact of deal structure on contract assignment
- Asset purchase
- Stock purchase
- 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.
Mr. Greenberg concentrates his practice on IP and technology contracts, including licensing, development,... | Read More
Mr. Greenberg concentrates his practice on IP and technology contracts, including licensing, development, merchandising, services, outsourcing and other commercial agreements in the consumer products, software, fintech, biotech, and pharmaceutical industries. He also regularly counsels established and emerging companies, as well as private equity firms, banks, and hedge funds, on the IP and technology aspects of M&As, divestitures, equity and debt financings, joint ventures, and other complex corporate transactions.Close
Karen C. Hermann
Crowell & Moring
Ms. Hermann's practice focuses on mergers and acquisitions, carve-out transactions, joint ventures and... | Read More
Ms. Hermann's practice focuses on mergers and acquisitions, carve-out transactions, joint ventures and strategic alliances. She counsels clients on sell-side deals, both for large corporations divesting a subsidiary or business unit, as well as for company founders seeking to sell the business. In addition, her practice includes a wide range of intellectual property and commercial contract transactions, including license agreements, technology development agreements, reseller and distribution agreements and outsourcing and services agreements.Close