{"id":56256,"date":"2026-09-24T10:08:48","date_gmt":"2026-09-24T08:08:48","guid":{"rendered":"https:\/\/www.nzp.de\/?p=56256"},"modified":"2026-09-24T10:14:45","modified_gmt":"2026-09-24T08:14:45","slug":"ma-deal-essentials-when-one-customer-can-slow-down-an-entire-sale-change-of-control-clauses","status":"publish","type":"post","link":"https:\/\/www.nzp.de\/es\/ma-deal-essentials-when-one-customer-can-slow-down-an-entire-sale-change-of-control-clauses\/","title":{"rendered":"M&A Deal Essentials: When One Customer Can Slow Down an Entire Sale: Change of Control Clauses"},"content":{"rendered":"

When One Customer Can Slow Down an Entire Sale<\/span><\/b>:<\/span><\/b>\u00a0<\/span><\/p>\n

Change of Control Clauses<\/span><\/b>\u00a0<\/span><\/p>\n

Many business owners assume that the most important documents in a transaction are the transaction documents themselves. The SPA is negotiated, the purchase price is agreed, financing is arranged, and the parties work towards closing.<\/span>\u00a0<\/span><\/p>\n

In practice, however, a single customer contract can sometimes have just as much influence over the deal as the SPA itself. One of the less obvious realities of M&A is that <\/span>signifficant<\/span>some of the biggest<\/span> timing risks are often hidden in commercial agreements that were signed years before anyone considered selling the business.<\/span>\u00a0<\/span><\/p>\n

Change of Control Clauses in Customer Contracts<\/span><\/b>The clause that suddenly becomes impo<\/span><\/b>rtant<\/span><\/b>\u00a0<\/span><\/p>\n

Many long-term customer and supplier contracts contain change-of-control provisions. From the customer’s perspective, this makes perfect sense. They entered into a relationship with a particular business and may want to know if ownership changes. Depending on the wording, they may have the right to be notified, to approve the transaction, or even to terminate the agreement.<\/span>\u00a0<\/span><\/p>\n

For years, these clauses often receive little attention. Then a sale process begins. Suddenly, a provision buried deep within a commercial contract becomes one of the most important clauses in the entire transaction.<\/span>\u00a0<\/span><\/p>\n

Key Customer Relationships and Transaction Value<\/span><\/b>Why one customer can matter so much<\/span><\/b>\u00a0<\/span><\/p>\n

Not every change-of-control clause creates a problem. The issue arises when the affected customer is commercially significant.<\/span>\u00a0<\/span><\/p>\n

If a customer represents a meaningful portion of the company’s revenue, a buyer will naturally want certainty that the relationship will continue after closing. Even where the relationship appears strong, buyers are rarely willing to rely purely on assumptions.<\/span>\u00a0<\/span><\/p>\n

The question quickly becomes: What happens if the customer objects?<\/span>\u00a0<\/span><\/p>\n

At that point, the discussion moves beyond legal drafting and into commercial reality. A key account manager or long-standing commercial relationship may suddenly become central to the transaction process.<\/span>\u00a0<\/span><\/p>\n

Customer Consent: A Commercial Solution to a Legal Issue<\/span><\/b>More commercial than legal<\/span><\/b>\u00a0<\/span><\/p>\n

What makes these situations interesting is that the solution is often less legal than clients expect. Lawyers can identify the contractual risk and explain its consequences. But the issue is frequently resolved through communication rather than documentation.<\/span>\u00a0<\/span><\/p>\n

Customers often want reassurance that<\/span>:<\/span>\u00a0<\/span>\u00a0<\/span><\/p>\n