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Change of control notice meaning

What does Change of control notice mean?
A change of control notice is a communication sent to parties who must be told about, or must consent to, a change in a company’s ownership or control, typically in the context of an acquisition. It is a descriptive term, not generally defined by legislation or case law; the operative definition of “control” and any notification/consent requirement are set by the relevant contract (change of control clause) or by the applicable regulatory regime. Typical recipients include contractual counterparties (suppliers, customers, lenders and landlords) and, where required, regulators. In M&A practice, notices are issued either pre-completion to seek consent (often a condition precedent) or post-completion to confirm the change. Failure to obtain consent or give required notification can trigger termination rights, mandatory prepayment or an event of default, jeopardising key contracts or financing. A change of control notice commonly identifies the buyer, the proposed or actual completion date, the resulting control chain and the consent or acknowledgement sought, and must be served in accordance with contractual notice provisions. Usage and practical effect are broadly consistent across England & Wales, Scotland, Northern Ireland and Ireland, though sectoral regulators may prescribe specific forms, approvals and timelines for change in control notifications.
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View the related Checklists about Change of control notice

CHECKLISTS
Scottish planning due diligence: change of use authorisation, enforcement, immunity and reporting-practical checklist for property lawyers

This Checklist This Checklist summarises the core elements of Scottish due diligence where a change of use may have triggered a breach of planning control. It describes how to confirm whether the current use is sanctioned by planning permission, permitted development rights, the Use Classes Order or a lawful use certificate, and if that permission extends to the entire premises. It also covers enforcement, breach of condition and stop notices, the statutory limitation periods and immunity from action under the Town and Country Planning (Scotland) Act 1997 (TCP(S)A 1997), and indicates what the due diligence should contain. This forms part of the wider planning guidance for Scotland; see: Planning for property lawyers in Scotland-collection. By virtue of TCP(S)A 1997, s 28, any material change in the use of buildings or other land requires planning permission. Furthermore, all conditions or limitations attached to any permission must be observed. A purchaser inherits liability for any breach already in existence. Accordingly, confirm that the use of the entire property is authorised and...

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NEWS
Energy law and regulation weekly update: codes reform, NESO Ten Year Statement, Capacity Market amendments, Ofgem consultations, North Sea M&A guidance, hydrogen and CCUS milestones—30 January 2025

In this issue: Electricity and gas market regulation and licensing Networks and network connections Capacity Market, balancing services and energy system flexibility Oil and gas Air emissions, efficiency, and climate change International energy Daily and weekly news alerts New and updated content Dates for your diary Trackers Electricity and gas market regulation and licensing DESNZ publishes Secretary of State’s designation of energy codes and central systems DESNZ has released a designation notice from Secretary of State for Energy Security and Net Zero, Ed Miliband, setting his decision to designate specified energy codes and central systems as qualifying documents and central systems for the purposes of Schedule 12 to the Energy Act 2023. This designation enables Ofgem to use its transitional powers to deliver reform of energy code governance. See: LNB News 29/01/2025 44...

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NEWS
Construction law update: TCC Sunday deadline ruling, HRB gateway updates, PAP reform, UKSC digital portal, investment treaty award upheld, CIS change for traffic management, SBCC 2025 pricing, sector news

In this issue: Contract law Building safety Litigation Arbitration Tax for construction lawyers Standard form contracts Construction industry news Daily and weekly news alerts New and updated content Construction trackers Contract law Employer deemed out of time in issuing a notification on the Monday after a Sunday deadline (My Contracts v 74 Hamilton Terrace) In My Contracts Ltd v 74 Hamilton Terrace Freehold Ltd [2024] EWHC 2896 (TCC), the TCC issued a declaration at the contractor’s request concerning the construction of a clause that imposed a deadline for the employer to notify costs for which the contractor was responsible. The court concluded the employer missed the deadline by serving the notice on the Monday immediately after the final day for service, which had fallen on a Sunday. Central to the decision was that the clause made no provision for the period to be calculated by reference to ‘Business Days’. See News Analysis: Employer...

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NEWS
Property law weekly highlights: deed alteration voids charge; CIS claim proceeds; s25 service failure; unreasonable refusal of demolition; renters’ guidance; anticipatory BLOs; BSR 2026–27 plan; Welsh agricultural tenancy code

In this issue: Commercial real estate finance Leasing property Property management Residential tenancies Statutory compliance Property in Wales Additional property updates this week LexTalk®Property: a Lexis®Nexis community Daily and weekly news alerts New and updated content Trackers Commercial real estate finance Deliberate and unauthorised deed alteration renders legal charge void In Boult v Together Personal Finance Ltd [2026] EWHC 809 (Ch), the Chancery Division overturned the County Court at Cardiff, finding that the rule in Pigot’s Case rendered a legal charge void. The appeal turned on whether a unilateral, material change to a deed made after execution—without the other party’s knowledge or consent—invalidates it under the 400‑year‑old Pigot principle. The respondent, Together Personal Finance Limited, had lent money to the appellant, Ms Myranna Boult, secured against her property, and later commenced possession proceedings. Ms Boult maintained that the charge had been amended in manuscript post‑execution to incorporate an additional property without her...

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PRACTICE NOTES
Planning enforcement offences and local planning authority direct action in England and Wales: defences and penalties for breach of notices, conservation area demolition, corporate liability and Proceeds of Crime confiscation

Under the Town and Country Planning Act 1990 (TCPA 1990), a breach of planning control is subject to enforcement action. For these purposes, a breach of planning control refers to the following: undertaking development without obtaining the necessary planning permission—this entails that unauthorised works or a material change of use amounting to development within the meaning of TCPA 1990, s 55 have taken place, and that such development requires planning permission which has not been secured not adhering to any condition or restriction attached to a grant of planning permission—this covers any of the limitations or conditions applied to individual permitted development rights in the Town and Country Planning (General Permitted Development) (England) Order 2015, SI 2015/596 in England and the Town and Country Planning (General Permitted Development) Order 1995, SI 1995/418 in Wales See Practice Note: Planning—enforcement for further detail on planning breaches. TCPA 1990, s 171A states that ‘taking enforcement action’ also includes issuing an enforcement notice, serving a breach...

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PRACTICE NOTES
Greek merger control: thresholds, procedures, Phase A remedies, effects doctrine, media rules, timelines, penalties, and 2022–2025 HCC developments

NOTE—to check whether notification thresholds in Greece and worldwide are satisfied, consult Where to Notify. 1. Have there been any recent developments regarding the Greek merger control regime and are there any updates/developments expected in the coming year? Are there any other ‘hot’ merger control issues in Greece? The Greek merger control system is anchored in the Protection of Free Competition Act (Law 3959/2011), together with decisions of the Hellenic Competition Commission (HCC), and the pertinent EU merger control instruments, ie the EU Merger Regulation and the European Commission’s Consolidated Jurisdictional Notice. In substance, the national framework closely tracks the EU model, and HCC determinations are generally aligned with EU case-law and established practice. In January 2022, Law 3959/2011 was revised by Law 4886/2022, introducing a broad suite of reforms across the entirety of Greece’s competition law architecture, which also encompassed notable revisions to merger control rules. Most significantly, the amendment now enables the HCC to attach remedies to ‘Phase A’ clearance decisions. Before this change, the authority...

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PRACTICE NOTES
Buyer-side employment due diligence in share acquisitions: guide and checklist on workforce, contracts, pay/benefits, data protection, right to work, disputes, unions, TUPE history and redundancies

This Practice Note This Practice Note sets out a checklist of employment due diligence matters that commonly emerge for a buyer when acquiring the entire issued share capital of a company (a share purchase). It spans data protection, confidentiality, worker and employee status, pay and employee benefits, right to work, absence, post-termination covenants, disputes, grievances and claims, trade union issues, and any historic TUPE transfers or redundancies. In a share purchase, the buyer assumes ownership of the company that operates the business (the target), thereby taking on all of its assets, duties and liabilities, whether or not the buyer knew of them—see: General issues (share purchase)—overview. The basic rule for any buyer in a share deal is caveat emptor (let the buyer beware). The seller is not obliged to reveal defects in, or liabilities of, the target, so the buyer must carry out its own enquiries. Consequently, the buyer will appoint advisers to undertake due diligence covering commercial, tax, financial and legal areas (employment included), and to produce due...

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PRECEDENTS
Executive director service agreement (Scotland): comprehensive precedent with drafting options, covering remuneration, benefits, confidentiality, IP, garden leave, change of control, and post-termination restrictive covenants

This Agreement is executed on [ date ] Parties 1 [ Name of company ] , a company constituted in [ Scotland ] bearing registered number [ number ] with its registered office at [ address ] (the Company ); and 2 [ Name of employee ] , of [ address ] ( you )...

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PRECEDENTS
Template PSC register notice to an individual under section 790E Companies Act 2006: confirm relevant change and update PSC particulars

[ Insert date ] Dear [ insert name of addressee ] Register of People with Significant Control—Notice to an individual under section 790E of the Companies Act 2006 (the Act ) Interests in [ Company ] [ type ] We have reasonable grounds to consider that a relevant change has taken place in the particulars relating to you recorded on the PSC register of [ Company ]...

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PRECEDENTS
Change of control notice: private M&A share purchase—template letter from target to contractual counterparties, with optional governing law and acknowledgement

Change of control notice—private M&A—share purchase headed notepaper of target company To: [ Insert name and address of contractual counterparty/interested third party ] [ Insert date ] Dear [ insert individual/organisation name ] Notification of change of control [ We hereby refer to the agreement dated [ insert date ] made between [ insert target company name ] and [ insert contractual counterparty name ], concerning [ insert details of contract ] (the Contract)...

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Q&As
Turkish Worker visa: employer change—application? Home Office notice?

Immigration Rules, Appendix ECAA: Extension Of Stay Pursuant to the current Immigration Rules (Immigration Rules, Appendix ECAA: Extension Of Stay) and the applicable guidance (Turkish ECAA guidance: Appendix ECAA extension of stay), holders of the Turkish Worker visa who have been lawfully employed in the UK for at least four years may, from that point, take up any role with any employer. This Appendix took effect at 11pm GMT on 31 December 2020, to encompass those who previously enjoyed rights under Decision 1/80 of the Association Council connected to the ECAA Association Agreement (concluded on 12 September 1963 in Ankara, and later supplemented on 23 November 1970 by the Brussels Protocol). See: Turkey-EEC Association Agreement: Macdonald’s Immigration Law and Practice [6.193]. Immigration Rules Appendix ECAA: Extension Of Stay, paragraphs ECAA 3.1–ECAA 3.2 set out, amongst other matters, that: ECAA 3.1...

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