How to handle customer consents.

A common mistake: asking every customer for change-of-control consent. You alarm customers who would have been silent.

A better move: read the contracts. Sort consents into required, prudent, and informational. Address the required consents through legal channels. Address the prudent consents through the seller's relationship. Treat the informational ones as a post-close communications plan, not a pre-close legal workstream.

Required consents. These are contracts that, by their terms, require the counterparty's affirmative consent before assignment. If the deal structure is an equity sale, this is often not triggered. If asset sale, every contract requires consent.

Workflow: (a) Identify the contracts from the data room. Run a database query, do not rely on the seller's lawyer's list. (b) Categorize by counterparty type: customers, vendors, lenders, landlords, government. (c) Prioritize by counterparty importance. The largest customer's contract gets attention first. (d) For each high-priority contract, draft a consent request that explains the transaction in commercial terms (not legal terms). Most counterparties will sign a one-page consent if the transaction is explained as a "growth investment by experienced operators." (e) For low-priority contracts, batch consent requests in a single round of outreach near close.

Required consents form the closing-condition list. The deal cannot close without them.

Prudent consents. Contracts where the technical legal answer is that consent is not required, but the commercial reality is that the counterparty will be unhappy if they are not informed. A long-time strategic supplier of a key input, for example.

Workflow: (a) The seller's CEO calls the counterparty's senior contact. (b) The phone call frames the transaction as a positive development. (c) The seller's executive asks the counterparty if they have any concerns. (d) The buyer's team follows up in writing within a week.

Prudent consents are not closing conditions. They are relationship management.

Informational consents. Contracts where neither legal consent is required nor is the counterparty going to be meaningfully affected. The cleaning service contract. The bottled water vendor. The subscription to a trade publication.

Workflow: Draft a one-paragraph notification letter that can be sent post-close. Send in batches in the first 30 days.

Customer assignment is a sales motion, not a legal one. Lead with operations. Follow with paper.