SaaS Metrics School

Change of Control Provisions in Customer Contracts Can Kill Your Exit

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In episode #339 of SaaS Metrics School, Ben explains how change of control provisions in customer contracts can quietly derail due diligence, fundraising, or a future company exit. Drawing from real-world CFO experience and a recent webinar with a SaaS-focused tech attorney, Ben breaks down why seemingly standard legal language can introduce major risk into a SaaS company’s recurring revenue profile.

Ben highlights how buyers and investors scrutinize customer contracts during due diligence—and why poorly structured MSAs can threaten valuation, increase churn risk, or even kill a deal outright.

What You’ll Learn

  • What a change of control provision is and why it matters
  • How customer contracts are reviewed during SaaS due diligence
  • Why change of control clauses can open the door to customer churn after an acquisition
  • How procurement teams and customer legal teams typically push for these provisions
  • When to push back, escalate, or seek alternative contract language
  • Why contract structure is part of strong SaaS financial and operational readiness

    • Why It Matters

    • Customer contracts directly impact company valuation during an exit or fundraise
    • Change of control provisions can trigger immediate churn risk post-acquisition
    • Buyers want confidence in the durability of recurring revenue
    • Poor legal hygiene can delay, discount, or kill a transaction
    • Proactive contract review reduces future due diligence friction
    • Strong back-office processes support long-term financial strategy and investor trust

      • Resources Mentioned

      Webinar replay with Omid (tech attorney) on legal readiness for SaaS exits: https://www.thesaasacademy.com/pl/2148384654

      SaaS Metrics course: https://www.thesaasacademy.com/the-saas-metrics-foundation

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      SaaS Metrics SchoolBy Ben Murray
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