When navigating a merger or acquisition, the focus often centers on financials, due diligence, and deal structuring. However, one critical piece that’s sometimes overlooked is the importance of notifying landlords about the transaction. Properly addressing landlord notifications can protect the value of the deal, ensure legal compliance, and avoid unnecessary disruptions. Here’s why it matters:
1. Lease Compliance is Non-Negotiable
Commercial leases often include clauses requiring landlord consent for assignments, subleases, or changes in shareholder control. These provisions mean that a merger or acquisition could technically breach the lease if the landlord isn’t notified or their consent isn’t obtained. The consequences? Penalties, lease termination, or even costly legal disputes—all of which can derail your plans.
2. Avoiding Deal Disruptions
Landlords need time to review the terms of the transaction, assess the new party’s financial standing, and grant any required consents. Notifying them early ensures there’s no last-minute scramble that could delay the closing or complicate the transition.
3. Ensuring Operational Continuity
For many businesses, leased premises are critical to operations—whether it’s a storefront, office, or warehouse. Maintaining a positive relationship with your landlord helps ensure uninterrupted use of these spaces during and after the transaction. Early and clear communication can also pave the way for renegotiating terms that align with the post-M&A business strategy.
4. Safeguarding Deal Value
Unresolved lease issues can impact the overall value of a transaction. A buyer might see unaddressed lease risks as liabilities or use them to negotiate a lower price. Addressing these concerns upfront ensures the premises remain secured and the transaction proceeds smoothly.
How to Handle Landlord Notifications During M&A
- Review Lease Agreements: Start by analyzing all leases to understand their notification and consent requirements. Pay close attention to change-of-control clauses and assignment rights.
- Engage Early: Notify landlords of the planned transaction as soon as it’s feasible. This shows good faith and allows sufficient time to address their concerns.
- Integrate Into Due Diligence: Make landlord notifications a formal part of the due diligence process. Document all communications and track progress to avoid surprises.
Final Thoughts
Landlord notifications might seem like a small detail in the larger M&A process, but they can have significant implications for the transaction’s success. By addressing these requirements early and thoroughly, you can safeguard the deal, maintain operational stability, and foster stronger relationships with key stakeholders.
As always, preparation and proactive communication are your best tools for navigating the complexities of M&A. Don’t let overlooked lease obligations become a stumbling block in your next big transaction. If you require assistance with the M&A process, please call Peter Gottschlich at 416-682-7064 or at petergottschlich@millsandmills.ca and he will be happy to help.
At Mills & Mills LLP, our lawyers regularly help clients with a wide range of legal matters including business law, real estate law, estate law, employment law, health law, and tax law. For over 140 years, we have earned a reputation amongst our peers and clients for quality of service and breadth of knowledge. Contact us online or at (416) 863-0125. The material provided through the Mills & Mills LLP website is for general information purposes only. It is not intended to provide legal advice or opinions of any kind.
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