On the day of closing, a great deal changes legally and little changes operationally, unless a contract decides otherwise. Some agreements contain a provision that takes effect at exactly that moment: a change of control clause, a termination right for the counterparty, or an obligation to notify within a fixed period. Other contracts are unaffected by the transaction and can be reviewed weeks or months later. The question is not which contracts exist, but which of those contracts start a clock running from Day 1.
The first category is the clearest: contracts stating that a change in control over one of the parties triggers a right to terminate, revise, or approve. This occurs in loan agreements, major supplier contracts, licenses, and sometimes in lease agreements for business premises. If such a provision exists and is not noticed, a counterparty may later invoke a right that has since lapsed or been breached. Identifying which contracts contain this provision therefore belongs to the preparation phase, not to the execution after closing.
Some agreements do not require termination but notification: the counterparty must be informed about the transaction within a certain period, or must give prior consent. Permits, concessions, and certain insurance policies often fall into this category. The consequence of missing such a deadline ranges from a fine to forfeiture of a right, and that difference is precisely why these contracts need to be mapped in advance rather than discovered afterward.
Besides the legal triggers, there is a second reason to give a contract Day 1 attention: the contract governs something that must keep working from day one. Think of a data processing agreement with an IT supplier, a contract with a payroll provider, or a framework agreement with a major customer or supplier. These contracts do not need to change legally to still be relevant — the question is whether the services under these contracts continue to run as agreed, or whether an adjustment is needed to prevent a process from grinding to a halt. This connects directly to what happens to payments on Day 1, because a contract with a payment service provider that has not been checked can lead to a disruption that no one had planned for.
In a share acquisition, the employer usually does not change, but in an asset acquisition or in certain restructurings, it may. Employment contracts, social plans, and any special arrangements with individual employees then need to be checked for what happens to the transfer. This is closely linked to what you communicate on Day 1, because uncertainty about employees' employment law position is often the first question raised internally.
Some contracts are not linked to the business as a whole but to a specific legal entity within the group. If changes to the structure follow after closing, for example a merger of entities or a transfer of assets to another company, it must first be clear which contracts are tied to which entity. This ties in with the question of which legal form steps are needed on Day 1, because a contract that remains attached to the wrong entity after a restructuring is difficult to correct later.
If the acquisition involves international elements, an additional layer comes into play: contracts governed by a different legal system, with different notice periods, or tied to a local permit that does not automatically transfer. What is needed here depends heavily on the countries and sectors involved and is summarized in what needs to be arranged on Day 1 for a cross-border acquisition.
Most contracts a business holds require no Day 1 action. A supplier contract without a change of control provision, without a short notice period, and without a critical role in operations can perfectly well be reviewed later. The risk in this phase is not that too few contracts are reviewed, but that everything is lumped together out of caution, causing the contracts that are genuinely urgent to get buried. A baseline that distinguishes between what needs attention today and what can wait is part of the Day 1 plan and of the question of who ultimately decides on this.
Reviewing contracts for change of control provisions, notification obligations, and operational dependencies is work that repeats per contract, with the same questions arising each time: is there a provision, what triggers it, who must be informed, within what period. That makes this type of work well suited to estimating in advance how much of it can be done with AI support. The work scan from FTE TO AI calculates per task which part of the work can be taken over, so that before the contract review begins, you already know where your team's time is most needed and where a first pass by AI can be carried out.
Vraag maar wat er op Day 1 moet staan, of wat integreren juist kapotmaakt.
Answers come from this site’s knowledge base. Not tailored advice, and not a scan of your company.