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PLAYBOOK TEMPLATES
Operating Agreement
An Operating Agreement governs internal management and ownership rights of a limited liability company. This playbook highlights voting procedures, capital contributions, and dissolution mechanics.
Change of Control
Negotiation strategy
Ensure the clause includes clear notification requirements and consent rights to maintain control over strategic decisions.
Negotiate for reasonable thresholds and remedies to avoid unnecessary restrictions on business operations.
Essential elements
1
Change of Control Definition
Defines what constitutes a change.
2
Notification Requirement
Mandates timely notification of changes.
3
Consent Rights
Requires consent for control changes.
Action framework
ACCEPT
Propose edits if the clause lacks clarity on notification timelines or consent procedures.
EDIT
Reject if the clause imposes unreasonable restrictions or lacks mutual consent provisions.
ADD
Add if missing, especially in high-stakes transactions to protect interests.
PRO TIP
Always ensure the clause aligns with your strategic goals and provides flexibility for future business needs.
Real-world examples
FAVORABLE
Change of Control Definition and Notification
"A 'Change of Control' shall be deemed to occur if there is any direct or indirect acquisition of more than fifty percent (50%) of the voting power or equity interest in a party, whether through merger, consolidation, sale of stock, or otherwise. The affected party shall notify the other party in writing within thirty (30) days of the occurrence of a Change of Control."
NEUTRAL
Consent Rights
"Notwithstanding any other provision of this Agreement, the consent of the non-affected party shall be required prior to any Change of Control. Such consent shall not be unreasonably withheld, conditioned, or delayed. The non-affected party shall provide its decision within thirty (30) days of receiving a written request for consent."
UNFAVORABLE
Remedies for Change of Control
"In the event of a Change of Control, the non-affected party shall have the right to terminate this Agreement upon thirty (30) days' written notice to the affected party. Alternatively, the non-affected party may elect to continue the Agreement under the same terms and conditions, provided that the affected party agrees to any reasonable amendments proposed by the non-affected party to address the Change of Control."
Alternative scenarios & positions
High-Risk Projects
In high-risk projects, ensure the clause includes stringent notification and consent requirements to mitigate potential disruptions.
Joint Ventures
For joint ventures, balance the need for control with flexibility to accommodate partner interests.
Cross-Border Transactions
In cross-border deals, consider local regulations and potential impacts on control provisions.
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WEEK 1
CLM Readiness and Design
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WEEK 2
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WEEK 3
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Your team builds initial playbooks, reviews existing clause libraries, and trains the DocJuris agent to align with your internal standards and negotiation positions.
WEEK 4
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