Лекторка докладно проаналізувала разом з учасниками застереження про перехід управління, а саме:

1. Introduction and Overview of the Change of Control Clause.

2. Practical Drafting and Common Mistakes.

3. Case Analysis.

4. Q&A Session and Discussion.

У рамках характеристики застереження про перехід управління акцентовано на наступному:

1. Introduction and Overview of the Change of Control Clause

A Change of Control Clause is a contractual provision that defines the rights and obligations of parties when ownership or controlling interest in one of the contracting entities changes, such as through a merger, acquisition, or transfer of shares.

Its purpose is to protect parties from unforeseen risks by allowing for termination, renegotiation, or other remedies if the control shift affects the contractual balance.

Model Clause:

In the event that a Change of Control occurs with respect to [Party X], the other Party shall have the right, upon written notice, to terminate this Agreement with immediate effect or to request renegotiation of its terms. For the purposes of this Agreement, a “Change of Control” shall mean the direct or indirect acquisition of more than 50% of the voting rights, ownership, or decision making authority of [Party X] by any third party.

Key Players in the Change of Control clauses:

1. The Controlled Party (Target Company / Obligated Party):

the company whose ownership or control may change (for example, through a sale, merger, or acquisition). This is the party directly subject to the clause, since its change of control can trigger rights for the other side.

2. The Counterparty (Protected Party / Contracting Partner):

the other contractual party (such as a lender, supplier, or business partner) that wants to be protected if the Controlled Party’s ownership or decision-making power shifts. This party typically gains the right to terminate, renegotiate, or impose conditions once the clause is triggered.

Sometimes a Third-Party Acquirer is indirectly relevant — the buyer or investor who causes the change of control — but legally, the clause usually regulates the relationship between the two contracting parties above.

2. Practical Drafting and Common Mistakes

When drafting a Change of Control clause, define precisely what constitutes a “change of control” (e.g., percentage of shares, voting rights, or management power) to avoid ambiguity and disputes. Also, tailor the remedies and rights of the counterparty (termination, renegotiation, consent requirement) to balance protection with commercial flexibility.

3. Case Analysis

Here are three main procedural steps typically built into a Change of Control clause:

• Notification: The Controlled Party (whose ownership/control is changing) must promptly notify the Counterparty once a change of control is anticipated or has occurred.

• Response Period: The Counterparty is given a defined period (e.g., 30 days) to decide whether to: - consent to continuation of the contract, request renegotiation, or exercise its rights under the clause (termination, adjustment, etc.).

• Execution of Remedy: Depending on the Counterparty’s choice, the clause is enforced: - the contract is either continued (with or without amendments), terminated, or another remedy (e.g., acceleration of debt repayment) is carried out.

These stepsensure:

1) transparency,

2) fairness, and

3) predictability in situations where ownership shifts could otherwise disrupt contractual stability.

4. Q&A Session and Discussion

«False Friends»:

• Control;

• Ownership;

• Change of Control;

• Change of Management.