Insights
Reading change-of-control without the panic
Change-of-control language often arrives wrapped in deal folklore. Executives hear that “everything accelerates” and stop reading. In German packages, the interesting work sits in the definitions.
Start with the trigger, not the payout
Ask what event counts. A share sale, an asset sale, a merger into an affiliate, or a shift in board majority can all be written differently. Some drafts treat internal reorganizations as neutral; others accidentally treat them as qualifying events.
In our Full Assessment heat maps, we mark vague “or similar transaction” phrases in amber. They invite later disagreement precisely when you want clarity.
Good leaver status is the quiet hinge
Acceleration that depends on termination without cause after a change-of-control behaves differently from automatic vesting on closing. Candidates sometimes negotiate the payout number while ignoring the gate that decides whether they ever reach it.
What we suggest in sessions
Bring the equity plan and the employment agreement to the same table. If the plan can be amended by the new sponsor, a side letter freezing methodology for a defined period may matter more than rewriting the master contract. That preference shows up often in German mid-market deals where HR wants minimal template churn.