Termination following change in control: Overview, definition, and example
What is termination following change in control?
Termination following change in control refers to the provision in a contract that allows one or both parties to terminate the agreement if a significant change occurs in the ownership or control of the company. This often applies in employment contracts, shareholder agreements, or business contracts, where a change in control—such as a merger, acquisition, or sale of a company—could potentially alter the nature of the relationship, affect the value of the business, or create conflicts of interest. The termination provision allows the affected party to exit the contract without facing penalties or breaches, even though the terms of the agreement might otherwise continue to apply.
For example, an executive's employment agreement might include a clause that allows for termination if the company is acquired by another company, particularly if the executive no longer wishes to work under the new ownership or if the new ownership's plans no longer align with the executive's interests.
Why is termination following change in control important?
Termination following a change in control is important because it protects the parties involved in the contract from being forced into an unfavorable situation after a significant corporate event. A change in control can lead to changes in management, business direction, or the terms under which the contract was originally negotiated.
For businesses, this provision allows them to maintain flexibility and manage the risks associated with ownership changes. For individuals (such as employees or business partners), it ensures that they can exit an agreement if the change in control impacts their interests, compensation, or job responsibilities.
Understanding termination following change in control through an example
Imagine a CEO of a technology company has an employment contract that includes a termination following change in control clause. If the company is acquired by a larger corporation, the new owners may wish to bring in their own management team. As per the clause, the CEO can choose to terminate their contract and receive severance benefits without penalty.
In another example, a shareholder in a private company has a shareholder agreement that includes a termination clause following a change in control. If the company is sold to a competitor, the shareholder may be entitled to terminate their agreement or seek to sell their shares under the terms specified in the contract.
Example of termination following change in control clause
Here’s how a termination following change in control clause might appear in a contract:
"In the event of a Change in Control of the Company, the Employee may, within [specified period], terminate their employment by providing written notice to the Company. Upon such termination, the Employee will be entitled to severance compensation as outlined in Section [X] of this Agreement, and any unvested stock options or benefits shall be accelerated in accordance with the terms specified herein."
Conclusion
Termination following a change in control provides a mechanism for parties to exit a contract without penalty when the fundamental nature of the agreement changes due to an acquisition, merger, or other significant corporate event. This provision ensures that both businesses and individuals can protect their interests and adjust to the new circumstances following a shift in control.
This article contains general legal information and does not contain legal advice. Cobrief is not a law firm or a substitute for an attorney or law firm. The law is complex and changes often. For legal advice, please ask a lawyer.