Assets and control
Assignment & change of control
Your contract has an anti-assignment clause, so you assume your counterparty cannot transfer it. Then a competitor buys 100% of its shares - same legal entity, no assignment, no novation - and the clause does nothing. Assignment, novation, and change of control are three distinct mechanisms on different legal principles, and addressing one while ignoring the others is the most common gap in commercial contracts.
Pillar guide
Assignment, novation, and change of control: three different transfers.
Your contract has an anti-assignment clause, so you assume your counterparty cannot transfer it. Then a competitor buys 100% of its shares - same legal entity, no assignment, no novation - and the clause does nothing. Assignment, novation, and change of control are three distinct mechanisms on different legal principles, and addressing one while ignoring the others is the most common gap in commercial contracts.
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All assignment & change of control guides.
Start with the main guide or open the specific clause question you need.
The three distinct ways a contract transfers - assignment, novation, and change of control - and why an anti-assignment clause does not stop a share sale.
Assignment of contracts: legal vs equitableHow legal assignment under s.136 differs from equitable, the Frischmann formality trap, notice and priority, and why only the benefit transfers.
Anti-assignment clausesWhy anti-assignment clauses miss transfers by operation of law, the Don King trust workaround, the prohibit-vs-void point, and the 2018 Receivables Regulations.
Novation and the accrued rights trapWhy novation extinguishes the original contract, how it can happen by conduct despite a no-variation clause, and the accrued-rights trap.
Change of control clausesWhy a share sale slips past anti-assignment clauses, how to define 'control', the direct-vs-indirect gap, and the PE/VC considerations.
Change of control: regulatory approvalsWhy contractual change-of-control provisions are not enough - the NSI Act, FSMA controllers regime, and US/EU approvals that can override or run alongside them.
Assignment and change of control in M&A and techHow anti-assignment and change-of-control clauses bite in SaaS licences, the M&A cascade, open-source and W&I traps, and pharma regulatory transfers.
Product demo
Know the rule. Then inspect what changed in the document.
Watch Claude compare negotiation drafts and create a separate Word document with proposed tracked changes.