A share sale can leave the tenant unchanged and still raise a lease-consent question. Miller Thomson explains that express wording can treat a change of control as an assignment. Compare the proposed transaction with that wording to frame the question for counsel.
Woitzik Polsinelli describes assignment to a new tenant that assumes lease rights and obligations. It distinguishes the tenants’ assignment-and-assumption agreement from landlord consent. Where the terms retain liability for the new tenant’s default, an outgoing tenant’s obligation may continue through renewal unless the landlord specifically releases it. The firm separately raises personal-guarantee release.
It recommends reading the lease with amendments and extensions, including its change-of-control definition.
A fictional share sale
Assume an owner proposes selling shares, the company remains the tenant, and its lease expressly requires consent to this ownership change.
Assume, too, that the owner has separately guaranteed the lease and a proposed consent letter addresses the ownership change but says nothing about releasing that guarantee.
Ask the transaction’s counsel which document, if any, releases the guarantee, and on what terms. The proposed letter does not establish effective consent or whether the owner remains liable.