Assignment and Change-of-Control Consent Analyzer
During diligence or deal structuring, when you need to know which contracts will require counterparty consent or notice for the chosen structure and which carry termination risk.
Few diligence findings change a deal faster than a key customer or supplier contract that can be terminated on a change of control. Consent analysis is detailed work: each contract's anti-assignment and change-of-control language has to be read against the specific transaction structure, because a clause that is triggered by an asset sale may say nothing about a stock purchase, and merger treatment can turn on governing law. Missing one can mean a lost contract after closing or a delayed signing.
The prompt puts each contract in its own named document tag, then describes the transaction: who you represent, the target entity, the structure and the dates. For each contract Claude quotes the anti-assignment and change-of-control provisions, makes a trigger call for that structure, quotes any termination or other remedies, and notes the consent standard and timing. It then assembles a consents-required tracker table, and keeps legal questions about mergers and indirect transfers in a separate list instead of guessing.
Claude reads only the text you give it. It cannot know about unprovided amendments, course of dealing, or how a particular court has construed similar wording, and it should not be the final word on whether a merger counts as an assignment under the governing law. Treat the tracker as a first draft that the responsible attorney verifies clause by clause, and research every open question before advising on the consent strategy.
The Prompt
<contracts> <document name="[CONTRACT 1 NAME]"> [PASTE FULL TEXT] </document> <document name="[CONTRACT 2 NAME]"> [PASTE FULL TEXT] </document> [ADD MORE DOCUMENTS AS NEEDED] </contracts> <transaction> We represent: [BUYER / SELLER / TARGET] Target entity that is party to these contracts: [ENTITY NAME AND TYPE] Structure: [ASSET SALE / STOCK OR EQUITY SALE / FORWARD MERGER / REVERSE TRIANGULAR MERGER / OTHER] Surviving or acquiring entity: [NAME] Expected signing and closing dates: [DATES] Governing law of each contract, if known: [JURISDICTION] </transaction> For each contract above, determine whether the described transaction triggers a consent, notice or other right of the counterparty. For each contract, report: 1. Anti-assignment clause: quote it with the section number. Note whether it expressly covers assignment "by operation of law," mergers, or changes of control. 2. Change-of-control clause: quote it. Note the ownership or control threshold that triggers it. 3. Trigger analysis for this structure: Consent required / Notice only / Not triggered / Unclear. Explain in two or three sentences and quote the words that decide it. 4. Counterparty remedies: termination rights, acceleration, fees, or deemed-breach language, quoted. 5. Consent standard: sole discretion, not unreasonably withheld, or silent. 6. Timing: any advance-notice period or deadline. Then output a consents-required tracker as a table: Contract | Counterparty | Action (Consent / Notice / None / Unclear) | Section | Deadline | Termination risk (High / Medium / Low) | Open questions. Mark "Unclear" rather than guessing wherever the answer turns on how [GOVERNING LAW] treats mergers or indirect transfers, and list those legal questions separately for research. Flag any contract that appears incomplete or references an amendment not provided. This is a draft for attorney review; verify every conclusion against the full contracts and governing law.
Example Output
A per-contract analysis quoting the anti-assignment and change-of-control language with a trigger call for the deal structure, followed by a consents-required tracker table and a list of open legal questions.
Illustrative example — names, figures, and facts are fictional.
CONSENT ANALYSIS: Project Wren (fictional) We represent: Buyer | Target: Hollis Fabrication LLC | Structure: Asset sale 1. SUPPLY AGREEMENT WITH BRANTLEY STEEL CO. (dated 2023) Anti-assignment (Sec. 15.1): "Neither party may assign this Agreement, in whole or in part, without the prior written consent of the other party." Change of control: None found. Trigger: CONSENT REQUIRED. An asset sale requires assigning the contract to Buyer, which Sec. 15.1 prohibits without written consent. Remedies: Sec. 15.3: "Any purported assignment in violation of this Section is void." Consent standard: Silent (no reasonableness qualifier). Timing: None stated. 2. MASTER CUSTOMER AGREEMENT WITH OSPREY MARINE INC. Anti-assignment (Sec. 20.4): "...including by merger, operation of law, or change of control, without consent, which shall not be unreasonably withheld." Change of control (Sec. 20.5): "A transfer of more than fifty percent (50%) of the voting equity of Supplier shall be deemed an assignment." Trigger: CONSENT REQUIRED for the asset sale. Remedies: Sec. 17.2(c): Customer may terminate on 30 days' notice following an unconsented assignment. Timing: Sec. 20.4 requires 45 days' prior written notice. 3. EQUIPMENT LEASE WITH CEDAR POINT LEASING Anti-assignment: Not found in the pasted text. The lease references "Amendment No. 2," which was not provided. Trigger: UNCLEAR. Obtain Amendment No. 2. CONSENTS TRACKER Contract | Counterparty | Action | Section | Deadline | Termination risk | Open questions Supply Agmt | Brantley Steel | Consent | 15.1 | Before closing | Medium | None Customer Agmt | Osprey Marine | Consent + 45-day notice | 20.4 | 45 days pre-closing | High | Confirm notice method Equip. Lease | Cedar Point | Unclear | n/a | n/a | Unknown | Missing Amendment No. 2 QUESTIONS FOR RESEARCH - If the structure shifts to a reverse triangular merger or equity sale, does Contract 1's anti-assignment clause (Sec. 15.1), which does not mention mergers or changes of control, reach that transfer under [GOVERNING LAW]? Contract 2 expressly covers both (Secs. 20.4, 20.5). Draft for attorney review. Verify against executed contracts.
Tips
- •Run the analysis once for each structure the deal team is still considering. The same clause can be triggered by an asset sale and silent on a stock sale.
- •Paste amendments and side letters inside the same document tag as the base agreement so Claude reads them together.
- •Treat every 'Unclear' as a research assignment. Whether a merger is an assignment by operation of law depends on the governing law and the clause wording, so verify it rather than relying on the model.
- •Ask for the tracker as CSV if you want to drop it into a closing checklist or spreadsheet.
- •The output is a draft for attorney review. Confirm each quoted clause against the executed contract before contacting any counterparty.
Frequently Asked Questions
Can Claude tell me whether a reverse triangular merger is an assignment?
It can show you exactly what each clause says and whether it expressly mentions mergers, operation of law or changes of control. Whether a merger structure counts as an assignment where the clause is silent depends on the governing law and its case law, which you need to research and verify. The prompt tells Claude to mark those contracts Unclear and list the legal question.
How many contracts can I analyze in one run?
That depends on contract length and your plan's context window. For a large data room, batch contracts by counterparty type or by materiality, and keep the transaction description identical across runs so the trackers can be merged. If outputs start getting thinner on later contracts, reduce the batch size rather than asking for shorter answers.
Does this replace the M&A due diligence reviewer prompt?
No, they complement each other. The due diligence reviewer covers the broad range of issues across data room documents. This prompt goes deep on one question, whether the chosen structure triggers consent, notice or termination rights, and produces a tracker built for the closing checklist. Use the broader review first to identify which contracts are material.
What should I do with contracts that reference missing amendments?
Treat the analysis for that contract as incomplete. The prompt asks Claude to flag references to amendments, side letters or schedules that were not provided, so you can request them from the seller before relying on the conclusion. An amendment can add or remove change-of-control language entirely, so do not close out that line of the tracker until you have it.
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