Your Supplier Just Got Bought. Now What?

You find out on LinkedIn. Or from a press release forwarded by a colleague. Or, most often, from a cheerful email announcing that your supplier is "joining forces" with a company you have never dealt with.

Nobody asked you. And in almost every case, nobody had to.

Assignment and change of control clauses sit near the back of most B2B agreements, in the section people skim. They determine whether your contract can be handed to somebody else, and on what terms — and they are among the most one-sided provisions in commercial contracting.

What the clause usually says

The standard construction has two halves, and they are not symmetrical.

The first restricts you: the customer shall not assign, transfer or subcontract any of its rights or obligations without the prior written consent of the supplier.

The second frees them: the supplier may assign or transfer this agreement to any successor in title, group company, or acquirer of all or substantially all of its business, without the consent of the customer.

Read separately, each sounds reasonable. Read together, the asymmetry is stark. They can hand your contract to whoever buys them. You need their written permission to do the same in a group restructure.

In my experience very few customers ask for that to be made mutual, and very few suppliers refuse when asked. It is one of the cheapest changes to win at signature and one of the most awkward to raise afterwards.

What actually changes after an acquisition

The contract survives. The terms you negotiated remain the terms. What changes is everything around them.

Your account manager leaves. Usually in the first wave, sometimes before the deal completes. With them goes the institutional memory of what was agreed informally — the concessions nobody wrote down, the flexibility on service scheduling, the person who knew your sites.

The service model gets absorbed. Acquirers standardise. The support tier you were on becomes the nearest equivalent in their structure, which may or may not be the same thing.

The roadmap changes. If you bought partly on the strength of what was coming next, that commitment rarely survives integration. Products get merged, sunset, or repositioned.

Prices move at the next renewal. Not during the term — your rates are contractual — but at renewal you are negotiating with a party that has no memory of the original discussion and no relationship to protect.

None of this is bad faith. It is what acquisitions do. But it means the commercial relationship you agreed to and the one you now have can be materially different while the document stays identical.

The case for caring more than people do

Two things make this more pressing than it used to be.

Software and services consolidation has been relentless, and it reaches down into the tools small businesses use. The question is not really whether one of your suppliers will be acquired during a three-year term. It is whether you will have any say when it happens.

And the acquirer may be someone you would not have chosen. A competitor of yours buying your logistics provider. A private equity owner with a different attitude to price. A platform consolidating your niche tool into a suite you have no use for. The termination right for that scenario costs nothing to agree in advance and cannot be obtained once the announcement is made.

What to ask for at signature

Four things, in roughly this order of value.

Written notice of any change of control. You should not learn this from a press release. A clause requiring notice within a defined period costs the supplier nothing and gives you time to think.

A termination right if the acquirer is a competitor. Narrow it if you must — a direct competitor of the customer, as reasonably determined — but get the principle in. This is the clause that matters most and the one suppliers concede most readily, because in their mind it will never happen.

Price protection for the remainder of the term. Usually already implicit, but worth making explicit alongside a statement that the acquirer assumes all existing obligations, including any service levels and service credit arrangements.

Mutual assignment rights. If they can transfer without consent, so can you. Symmetry is easy to argue for and hard to argue against.

If it has already happened

You have less leverage, but not none.

Check whether the clause required notice and whether it was given. If it was not, that is a breach, and while you probably do not want to terminate over it, it is a reasonable thing to raise in the next commercial conversation.

Check whether the acquisition triggers any right you already hold. Some agreements include a termination right on change of control that customers forget they negotiated.

And treat the next renewal differently from the last one. The relationship that produced your current terms no longer exists, so the assumptions behind them should be tested — which means starting early enough to have alternatives, and knowing exactly when your notice deadline falls.

What to record

Alongside the dates you already track, for each significant supplier:

• Whether a change of control clause exists, and what it requires
• Whether notice of assignment is required, and within what period
• Whether you hold any termination right triggered by a change of control
• Whether assignment rights are mutual or one-sided

The last one is useful even when nothing happens. A contract you could exit and a contract you could not exit are different commercial positions, and both parties generally know which kind they are in — as with exit provisions generally, the value lies in knowing before you need to.

Timemy keeps assignment and change of control terms alongside renewal and notice dates, so the question "what happens if they get bought?" has an answer already recorded. See how contract tracking works.

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The short version: your supplier can almost certainly transfer your contract to an acquirer without asking you, while you need their permission to do the same. The terms survive; the relationship, the account team and the roadmap often do not. Ask for notice, a termination right if the buyer is a competitor, and mutual assignment — all cheap at signature, all impossible once the deal is announced.