The buyer is demanding that we get written consent for the assignment of our top ten customer contracts before closing. How do we manage this without triggering alarm bells with our key clients and jeopardizing our revenue?

Question

Tyler Smith · Accepted Answer

Demanding written consent from your top customers before closing is a massive risk. It alerts your clients to a potential ownership change before the deal is guaranteed, which can lead to competitor poaching or customer churn. You must manage this process with extreme care. First, review your contracts to verify if consent is actually required. Many agreements only require notification rather than formal written consent, especially if you are structuring the transaction as a stock sale or a merger. If consent is legally required, push the buyer to make this a post-closing covenant or a closing condition that is only triggered immediately before signing the final purchase agreement. This limits the window of vulnerability. When you do approach your key clients, frame the transition as a positive upgrade. Present the deal as a strategic move that brings more resources, better technology, and stronger support to their account. Reassure them that their day-to-day contact on your Accountability Chart will remain exactly the same. Do not let the buyer interact with your clients directly during this phase. Control the narrative ourselves, using your leadership team to secure the consents quickly and quietly so you do not risk losing your valuable relationships before reaching the closing table.