---
title: "Build a change-of-control and third-party consent matrix"
url: "https://ailawframework.com/practice/mergers-and-acquisitions-private-equity/build-a-change-of-control-and-third-party-consent-matrix-from-the-data-r/united-states"
type: "task_jurisdiction_version"
site: "AI Law Framework"
id: "A2-A20260923-1-US"
practice_area: "Mergers & Acquisitions / Private Equity"
tier: "yellow"
lawyer_review: "required"
jurisdictions: ["US"]
last_reviewed: "2026-10-22"
---

# Build a change-of-control and third-party consent matrix

> Extract assignment, change-of-control and consent clauses, the counterparty and the page cite. Do not decide whether consent, notice or a waiver is required.

Canonical page: https://ailawframework.com/practice/mergers-and-acquisitions-private-equity/build-a-change-of-control-and-third-party-consent-matrix-from-the-data-r/united-states  
Last reviewed: 2026-10-22

Site index for agents: https://ailawframework.com/llms.txt

## Key facts

| Fact | Value |
| --- | --- |
| Practice area | [Mergers & Acquisitions / Private Equity](https://ailawframework.com/practice/mergers-and-acquisitions-private-equity.md) |
| Human involvement | Yellow: Lawyer and AI draft together |
| How AI is used | Extract assignment, change-of-control and consent clauses, the counterparty and the page cite. Do not decide whether consent, notice or a waiver is required. |
| What the lawyer must review | Whether a clause is triggered, and whether the counterparty's consent is a condition to closing, is your judgment on the words of that contract. Opinion 512 requires you to verify the extract you rely on. Keep the data room out of a self-learning tool unless the client has given the informed consent Rule 1.6 requires. A federal licence, permit or government contract may add a consent the clause does not mention; check that instrument separately. |
| Written for | United States |
| Applies to | [Build a change-of-control and third-party consent matrix from the data room](https://ailawframework.com/practice/mergers-and-acquisitions-private-equity/build-a-change-of-control-and-third-party-consent-matrix-from-the-data-r.md) |

## Checking plan

- What the AI does: Extract assignment, change-of-control and consent clauses, the counterparty and the page cite. Do not decide whether consent, notice or a waiver is required.
- Basis: Checked against the linked sources on 22 October 2026. Confirm the current instrument before reliance.

## Notes

- Anti-assignment clauses are contract terms. There is no single federal consent statute for private deals.
- Do not treat an Australian change-of-control consent as the U.S. requirement.

## Sources

- [ABA Formal Opinion 512, Generative Artificial Intelligence Tools (29 July 2024)](https://www.americanbar.org/content/dam/aba/administrative/professional_responsibility/ethics-opinions/aba-formal-opinion-512.pdf) (checked 2026-10-22)
- [ABA Model Rule 1.6, Confidentiality of Information](https://www.americanbar.org/groups/professional_responsibility/publications/model_rules_of_professional_conduct/rule_1_6_confidentiality_of_information/) (checked 2026-10-22)

*Practice guidance for planning and review. Confirm current primary sources and the requirements of the actual matter. This is general information, not legal advice.*