Jurisdiction(s):
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Key definition

Change of control definition

What does Change of control mean? In practice, a change of control describes a shift in who ultimately controls a company or group—for example, a sale of a majority voting interest or the sponsor ceasing to control the group. As the expression is used across multiple legal contexts rather than fixed by general company law, it is usually defined in the relevant agreement. Common tests include ownership of more than 50% of voting rights, the power to appoint or remove a majority of directors, or the ability otherwise to direct the group’s affairs. In LMA-style loan agreements, a change of control is typically a...

Precedent: commercial lease change of control clause—tenant ownership changes requiring landlord consent; Authorised Controllers and Control defined by section 1124, Corporation Tax Act 2010

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Precedents

1 Change of control

1.1 In this clause, the following definitions apply:

Authorised Controller means the person(s) or entity(ies) named for this purpose, including those listed in any Schedule, any Controller existing at the date of this Lease, and any Controller approved by the Landlord under clause 1.2 (including, where the Controller is an individual, their personal representatives).
Change of Control means any transaction, operation or process of law resulting in: (a) the Authorised Controller losing Control of the Tenant; or (b) a person or entity becoming a Controller after the date of this Lease.
Control has the meaning given in section 1124 of the Corporation Tax Act 2010 as at the date of this Lease.
Controller means any person or entity, or persons or entities collectively, that has Control of the Tenant at any time.

1.2 The Tenant covenants that, during the Term, it shall not be the subject of, nor agree to, a Change of Control without the Landlord’s prior written consent, which shall not be unreasonably withheld or delayed...

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Web page updated on 22/05/2026

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