RE: Who’s in line for Telfer? Let the Frenzy begin24 Feb 2024 22:22
Evening Jerry, sorry for the late reply but it is a Saturday night, and I’ve just got back from dinner and a couple of drinks.
My take on whether any new owners would be obligated to take on any previous agreements with a third party is as follows.
The answer is – it depends!
It depends on the type of sale that has or will take place.
For example, if the company is sold via a “share sale” (I.e., the shares are bought by the new owners), the company remains the same and doesn’t change. It’s still the same legal entity that signed your contract, regardless of the share sale, which means that the contract would continue and remain in force.
If the sale is what’s known as an “asset sale”, then the buyer would only be taking over the assets, which can include contracts.
In an asset sale, the contracts could be taken over by the new owner, but to do so, you’d need to enter into an assignment agreement to assign the rights and obligations to the new owner.
In an asset sale, depending on what’s been agreed, there’s no obligation in the new buyer to take on any existing contracts.
If the new owner of the assets doesn’t take on your contract, the original company you contracted with would have to terminate your agreement if they no longer required your services.
It’s worth checking the agreement for any clauses related to “assignment” or “change of control” or “termination” to see what the terms state and follow the procedure that’s set out – for example, whether your consent is required, what the notice periods might be or if any assignment needs to be done in writing.
I will try and find out more on the subject, as my wife’s cousin is one of the partners in one of the top lawyers in London, who specialise in corporate & business law.
If anyone knows, it’ll be him.
ATB