The standard reasoning runs: a share sale means the contracting company never changes, so no contracts need assigning, so no consents are needed. The exception is the change-of-control clause — which is triggered by precisely the thing a share sale does.
Where They Live
A change-of-control clause entitles a counterparty to do something — usually terminate, sometimes renegotiate or demand repayment — if the ownership or control of the other contracting party changes. They appear routinely in banking facilities, where a lender may be entitled to call in a facility; equipment leasing and hire purchase agreements; franchise agreements, where the franchisor will almost always want to approve a new owner; software and technology licences, increasingly so; distribution and agency agreements; commercial leases, where a change in ownership of a corporate tenant can require landlord consent; and increasingly in ordinary customer contracts, particularly with larger corporates and public bodies who want to know who they are dealing with. The trap is that everyone assumes a share sale avoids consent questions, so nobody reads for them — and they surface in due diligence, presented by the buyer’s solicitor at a moment when they look like a problem rather than a plan.
Finding Them, and What to Do
You find them by reading the contracts, which is exactly the exercise most owner-managed businesses have never done — and which is why it sits on the readiness list alongside documenting the contracts in the first place. Start with the material relationships: the bank, the lease, finance and leasing agreements, the franchisor if there is one, key software, and the largest customers. For each, identify whether there is a change-of-control or assignment provision and what it entitles the counterparty to do. Then the judgement: when to approach them. Too early and you disclose that the business is for sale, which is commercially sensitive and can unsettle a relationship if the deal then fails. Too late and consents become the critical path and your completion date moves. The usual compromise is to identify every required consent at the outset, prepare the approaches, and make them once the deal is advanced enough to justify the disclosure risk. And if a key counterparty refuses: the buyer is not acquiring what they thought, so the response is a condition, a price adjustment, or a retention released if the contract survives a period after completion.
The question worth asking before you go to market: who, other than my buyer, can effectively veto this sale? Most sellers have never asked it, and the answer is usually three or four names.
Want the consent list identified early? 01 5827148.
Richard O’Shea — Solicitor & TEP
Solicitor at Mary Molloy Solicitors, established 1981, and a TEP of the Society of Trust and Estate Practitioners. The firm acts for buyers and sellers on business sales and acquisitions — structure, heads of terms, due diligence, the sale agreement, warranties and disclosure, completion and what follows it. Because a substantial share of Irish business sales are retirement exits, the firm’s estate and succession practice sits alongside the transactional work: the deal and what happens to the proceeds are usually the same client’s problem. Nothing here is tax advice — structure is tax-driven and that belongs with your accountant and Revenue, before heads of terms are signed. 01 5827148 · richardoshea@marymolloysolicitors.com · LinkedIn
General information, not legal advice. This website contains general information about Irish law on business sales and acquisitions. It is not legal advice and does not create a solicitor—client relationship. Every transaction turns on its own facts — the structure, the documents, the parties, the consents required — and advice on yours requires a consultation.
Nothing here is tax advice, and tax drives structure. The choice between an asset sale and a share sale is very largely a tax question, and it should be settled with your accountant or tax adviser, and by reference to Revenue’s own guidance, before heads of terms are signed rather than afterwards. This firm does not advise on tax, does not state rates, thresholds, reliefs or conditions, and does not indicate any tax outcome.
No valuation advice. This firm does not value businesses, does not suggest multiples and does not advise on price. Valuation is for accountants and corporate finance advisers, and it is a separate exercise from the legal work.
Never both sides of the same deal. The firm acts for buyers and, in separate transactions, for sellers — but never for both parties to the same sale. Conflicts are checked at first contact, before any substantive discussion, which is why the first email should name every individual and entity involved.
No outcome or timeline is promised. Nothing on this site states or implies that a transaction will complete, that a consent will be obtained, that a warranty claim will succeed, or that any deal will proceed to a particular timetable. Where another jurisdiction is involved, the law of that jurisdiction applies to what happens there and requires local advice; this firm advises on Irish law only.
Fees. Fees are agreed in writing with the client at the outset. In contentious business, a solicitor may not calculate fees or other charges as a percentage or proportion of any award or settlement.