Formality offer

Change of control

From SharePoint to proof of sending

The process Formality covers for every contract affected by a transaction, from identifying the clause to proving the obligation was fulfilled.

Let's talk, 30 min See the process

It all starts with a transaction

Company acquisition / sale
Carve-out of a business
Internal reorganization, merger, universal transfer of assets

A deadline set by the deal: everything must be handled before closing or the transaction date.

Already deployed · Carve-out

1,200contracts to review urgently
3,500documents analyzed
2 weeksto deliver clauses and actions to take

Process

The process, step by step

AvailableComing nextDecision pointValidated by legal

Phase 1

Prepare

A reliable contract base before any analysis

Tidying up the room

Available

Sort the SharePoint files: what is a contract and what is not
Rebuild contract envelopes: contract, amendments and appendices brought together
Check which contracts are active

DeliverableThe complete list of active contracts, each in its envelope with its amendments and appendices.

Active contract?Yes: search for the clauseNo: expired or terminated contract, set aside and logged.

Phase 2

Analyze

For each contract, what the transaction triggers

Detect assignment, transfer and change-of-control clauses

Available

Three types of clauses searched: assignment, transfer, change of control
Search within the contract, amendments included
For each type: is the clause present, yes or no
If yes, an excerpt of the clause

DeliverableFor each contract and each clause type: present or not, and the clause excerpt when present.

Clause present?Yes: check applicabilityNo: out of scope, no action required.

Read the clause in light of the transaction

Available

Set up the analysis for the actual transaction: which side the company concerned is on, and who takes control (a group company or an outside acquirer)
Analyze each clause in that context: definition used (control, assignment or transfer), intra-group cases, universal transfer of assets, stated exceptions

Validated by legal

DeliverableThe clauses that apply to the transaction, and the reason for those set aside.

Clause applicable?Yes: qualify the regimeNo: not applicable, reason kept for validation.

Qualify the clause regime

Available

Permitted as of right

The transaction is permitted without informing or obtaining consent from the counterparty: no action.

Prior notice

Inform the counterparty before the transaction, without needing its consent.

Prior consent required

Obtain the counterparty's consent before the transaction for the contract to continue.

Prohibition

The transaction is prohibited without exception: alert for decision or renegotiation.

DeliverableThe regime of each clause, with contracts that would terminate flagged first.

Extract the performance terms

Available

How

Registered letter, email or any form, including when the form is set by the general notice clause.

When

Deadline before the transaction, after it, or not specified.

Where and to whom

The counterparty's address, recipient and notice email.

DeliverableThe terms of each clause: form, deadline and recipient of the notice.

Key deliverable

The action-ready table

One line per contract concerned: everything needed to act, sourced down to the article.

Contract and counterparty
Clause present
Clause excerpt
Applicability: as of right, notice, consent or prohibition
Notice terms: deadline, method, address

Validated by legal

Phase 3

Execute and prove

From decision to enforceable proof

Draft the letters and emails

Coming next

One letter per contract, tailored to the regime: prior notice or consent required
Recipient, address and wording taken from the table

Validated by legal before sending

DeliverableA letter or email ready to send for each counterparty.

Send in the required form and timeframe

Coming next

Email or registered letter via La Poste, as the contract requires
Sends scheduled to meet every contractual deadline

DeliverableEvery notice sent on time, with proof of dispatch.

Track the responses

Coming next

Acknowledgments of receipt and consents received attached to the contract
Automatic reminders to counterparties who have not replied

DeliverableReal-time status of responses: consents obtained, refusals, counterparties to chase.

Consent obtained?Yes: added to the evidence fileRefusal or silence: reminder, then escalation to legal.

Centralize the evidence file

Coming next

For each contract: letter, proof of sending, acknowledgment, response
Compliance checked against the form and deadline required by the clause

DeliverableA complete evidence file per contract, exportable for audit or the data room.

Transaction secured

Every contract has been handled as it requires, and every action is proven.

A transaction coming up?

Let's talk about your timeline and contract volume: we'll show you how to secure every clause before closing.

Let's talk, 30 min