After the Ownership Changes: Re-Papering Client Engagements in Thirty Days

The instruction may survive the deal; the paperwork may not

A change of control at a client company is rarely a single event. For an advisory firm, it arrives as a series of practical questions: who now signs the engagement letter, whose purchase order governs the invoice, and whether the new parent company expects access to advice given to the old board. The old relationship may continue in substance while the legal and commercial basis for it becomes uncertain.

The prudent response is not to wait for the new owner's advisers to raise the point. A short, structured re-papering exercise protects the firm's fee position, clarifies confidentiality and reduces the risk of acting on instructions from someone who no longer has authority. The thirty-day routine below is designed for UK advisory firms handling an acquisition, merger or takeover of a client company.

Why the existing engagement does not simply travel

On a share sale, the client company remains the same legal entity, but its ownership and board change. On an asset sale or merger, the contracting entity itself may change. In either case, the original engagement letter may name individuals who have left, describe a service model that no longer fits, or grant authority to a finance director who has been replaced.

Confidentiality assumptions also need testing. Information given to the firm by the former owners may now be sensitive in the hands of the new group. Data-sharing permissions may not extend to a parent company, a new group finance team or an overseas affiliate. The firm should not assume that because the client relationship feels unchanged, the permissions and authorities are equally unchanged.

Days 1 to 7: establish who now instructs

The first week is for verification, not renegotiation. Confirm the identity of the new board, the parent company and any group representative who will direct the work. Ask for written confirmation of who may instruct the firm, approve scope changes and authorise fees. Where the client is part of a larger group, clarify whether the engaging entity remains the same and whether a group services agreement sits alongside the firm's engagement letter.

Review the existing engagement letter for a change-of-control clause. If it requires notification, consent or a review of terms on a change of control, follow it. If it is silent, record that fact and treat the absence as a prompt to refresh the terms rather than a reason to proceed unchanged.

A useful first-week checklist includes:

• confirming the new directors and authorised signatories at Companies House and in direct correspondence;
• identifying the new parent, ultimate beneficial owners and any group procurement contact;
• asking the client to confirm whether the original engaging entity remains the contracting party;
• checking whether any live matter has been put on hold pending the new owner's review;
• noting any change in the client's registered office, billing address or purchase-order process.

Days 8 to 15: test the contractual and ethical position

Once the decision-makers are known, the firm should run a conflicts check against the new owners, their group companies and any known advisers. A long-standing client relationship can become conflicted if the acquirer is also a client, a targets elsewhere in the group, or a party adverse to another matter. Record the result even where no conflict arises.

This is also the point to revisit the scope of the engagement. New owners often bring new expectations: more frequent reporting, group-wide policies, different service levels or a central procurement function. Those expectations should be priced and documented rather than absorbed informally. If the work has changed materially, a fresh engagement letter or a written variation is preferable to an exchange of emails.

Where confidentiality is concerned, distinguish between the firm's duty to the client entity and any request to share information with the new owner. A parent company is not automatically entitled to receive advice given to a subsidiary. The firm should obtain clear written permission before sharing advice, documents or data with a new group company, and should consider whether the original client's consent is required.

Days 16 to 23: reset fees, billing and service expectations

Billing continuity is easily overlooked during a change of ownership. Outstanding invoices may be redirected to a new accounts payable team, while work in progress may be questioned by a group finance function that has never seen the original scope. The firm should reconcile unbilled time and disbursements before the new owner imposes its own reporting cycle.

Confirm in writing the entity responsible for payment, the purchase-order requirement, the billing contact and the payment terms. If the new owner proposes revised terms, treat them as a commercial variation and record the effective date. Do not allow a new purchase-order process to delay invoices without a written agreement on how accrued work will be billed.

Service expectations should be reset at the same time. A short note setting out reporting lines, meeting frequency and escalation contacts prevents the firm from being measured against assumptions it has never accepted.

Days 24 to 30: record permissions and close the loop

In the final week, consolidate the position in a single engagement file note or refreshed engagement letter. The record should identify the contracting entity, the authorised instructing contacts, the agreed scope, the fee basis, the billing route and any data-sharing permissions. Where the firm relies on consent to share information with a parent or group company, record the consent, its scope and its date.

Finally, update internal records: matter codes, conflicts registers, client due diligence files and contact lists. A change of ownership is a natural trigger for a wider client review, but the immediate discipline is narrower. The aim is to ensure that the next instruction is given by the right person, on the right terms, with the right permissions and with a clear route to payment.

Handled in this order, re-papering is not an administrative burden imposed by a corporate event. It is a calm method for preserving a client relationship through a change that the firm did not initiate but must document.