Accessory follows the principal (accedit)

The principle of accedit holds that ancillary rights and obligations follow the main asset or agreement to which they are attached, without requiring a separate transfer. In M&A, this principle governs the automatic transmission of guarantees, securities and contractual accessory rights when the main asset or company is sold. Its application requires careful scrutiny: many commercial contracts contain change-of-control clauses that expressly override this principle, requiring third-party consent before transfer can occur.

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Example: in a share deal acquiring a Swiss technology company for CHF 15.0 million, the buyer assumes the main contracts follow the company. Legal due diligence reveals that two key client contracts contain change-of-control clauses suspending the accedit principle, requiring client consent before the contracts remain valid post-closing — a risk factored into the SPA warranty provisions.

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At Hectelion, we flag accedit exceptions and change-of-control clauses as part of our standard due diligence review on all acquisitions.