Anti-assignment clauses prohibit transfer without consent, which may be required to be reasonable or may be withheld at discretion. Asset purchases generally trigger the requirement while stock purchases frequently do not.
Consent may be conditioned on payment or renegotiation.
Alternative Names:
Consent to Assignment|Anti-Assignment Consent
Why it Matters?
Counterparties frequently use the consent requirement as leverage to renegotiate terms, which converts a procedural step into a value transfer the buyer did not budget. Identifying which contracts require consent and assessing counterparty leverage is a diligence priority in asset deals. Reasonableness qualifiers limit but do not eliminate the leverage, since litigating unreasonableness is slower than the closing timeline permits.
Frequently Confused with
Related terms
Frequently asked questions
How do counterparties use consent requirements?
Do reasonableness qualifiers help?
