# Change of control

`kaal:entity:change-of-control`

**Status.** derived

This node is assembled mechanically from the 4 claims that carry the concept tag `change-of-control`. It is a roster of what the corpus says under this term. It is **not** an adjudicated definition: no single statement here has been ruled canonical, and no first-appearance call has been made. Read the claims and judge for yourself.

## Every claim under this term

4 claims across 3 works, 2011 to 2025.

**2011**

- [1908473-025](https://wulfkaal.github.io/claims/1908473-025) [design/argued] -- To balance constituent incentives and prevent abuse, the voting rights increase should be calibrated so that contingent capital holders obtain a majority stake only in combination with the largest institutional shareholder.
  > To balance the constituents' incentives and avoid abuse,194 the voting rights increase could be calibrated to give CCS holders a majority stake in the company only with, for instance, the largest institutional shareholder.
  Wulf A. Kaal, Christoph Henkel, Contingent Capital with Sequential Triggers (2011). SSRN: https://ssrn.com/abstract=1908473
- [1908473-034](https://wulfkaal.github.io/claims/1908473-034) [failure/argued] *(failure mode)* -- A substantial voting rights increase at the second trigger could raise the cost of contingent capital securities, with issuers demanding premiums that push primary issuance toward institutional investors interested in the change of control possibility.
  > Especially if the voting rights increase could reach the level of change of control over the entity, the premium charged by the issuers could rise dramatically and could result in a primary issuance to institutional investors who have an interest in the change of control possibility.
  Wulf A. Kaal, Christoph Henkel, Contingent Capital with Sequential Triggers (2011). SSRN: https://ssrn.com/abstract=1908473

**2012**

- [1998455-033](https://wulfkaal.github.io/claims/1998455-033) [mechanism/argued] -- Because the threat of a change of control leads leaders to take fewer risks in order to avoid triggering conversion, a contingent capital design with increased voting rights allows those leaders to act more in accordance with their moral convictions and conscience.
  > It could allow SIFI leaders to increasingly act in accordance with their moral convictions and conscience because the threat of change of control may influence SIFI leaders to take fewer risks to avoid triggering the conversion of CCS and a possible change of con- trol.
  Wulf A. Kaal, Initial Reflections on the Possible Application of Contingent Capital in Corporate Governance (2012). SSRN: https://ssrn.com/abstract=1998455

**2025**

- [5583610-015](https://wulfkaal.github.io/claims/5583610-015) [failure/argued] *(failure mode)* -- In a change of control setting, LER issuance that favors long-term holders over other shareholders is impermissible under Revlon because it can undermine the highest bid or fragment shareholder support.
  > LER issuers must avoid discriminatory LER voucher reward distributions. For example, LER issuance cannot favor long-term holders over others in a bidding war. This is impermissible because such LER reward allocation could undermine the highest bid
  Wulf A. Kaal, Liquid Equity Rewards in Corporate America (2025). SSRN: https://ssrn.com/abstract=5583610

## Verify

Every claim above resolves to a record carrying a verbatim source quote, the sha256 of the source PDF, and a preformatted citation. Nothing here asks to be taken on trust.

    curl -s https://wulfkaal.github.io/entities/change-of-control.md | sha256sum

**Canonical form.** This markdown file is the canonical hashed representation of this entity node. Its sha256 is the content hash.