A complex anti-assignment clause that additionally restricts a merger, amalgamation or reorganization contractually blocks the merger.

A simple anti-assignment clause that only restricts the transfer of rights and obligations under the contract does not block merger for the surviving company.

A simple anti-assignment clause blocks merger for the merging company as it would lose existence. However, if the clause does not restrict transfer by operation of law, it may not block the merger for the merging company. Arguably, the investiture of business and undertaking of the merging company in the surviving company by operation of law (order of the regulator) does not amount to assignment of contract by the company.

The legal due diligence identifies the nature of anti-assignment clauses and need for consent from counterparties of contracts.