May–June 2026

Good morning! 

I don’t know about you, but spring seemed to fly by this year… maybe it does every year and I no longer realize it. Maybe it was the ugly, dreary, snow-laden winter which seemed to drag on and then, miraculously, the grass turned a vibrant green and the daffodils popped up with their happy, yellow faces.

I am eagerly awaiting the return of the Tall Ships … living on the water never gets old. I’m just a few miles from Boston Harbor, which means I will have the opportunity to visit them once again. We are so lucky to live in and around Boston, with its small, but mighty, working waterfront. As I drive over the bridge into the seaport district and look at the cruise ships lined up at the Black Falcon Terminal, directly opposite the mammoth container ships and facilities, it reminds me of Boston’s amazing history.

I hope you will take the opportunity to visit and enjoy the many festivities that the 250th history celebration will bring to our region this summer. Click here and plan ahead.

Marijo McCarthy, Esq.

Pr esident, Widett and McCarthy, P.C.

M&A attorney helping small business owners sell a business

The Intersection of Contracts and the Future Sale of Your Business

Good contracts, particularly multi-year contracts with good customers, truly are the lifeblood of many professional service businesses. So why do so many business owners skip over the so-called “boilerplate provisions” of the contracts they sign? Good question! 

Having spent decades helping business owners navigate the contract maze, I continue to emphasize connecting the dots between carefully reviewing existing documents and thinking ahead to the eventual sale of your business. 

One of the many contract provisions to consider is the “assignment restriction” clause, usually buried way in the back, a few paragraphs up from the signature line. Here is an example of what you are used to seeing (or not, as the case may be, if you routinely ignore boilerplate):

Assignment. This Agreement and any portion thereof may not be assigned or transferred without the prior written consent of either Party.

In negotiating this restriction, if we ever had the opportunity, large companies routinely added an exception, such that they could assign without prior written consent to an acquirer of its stock or assets. If the smaller service provider attempted to object or even just make it mutual, the response was usually a flat “no.”

Nowadays, however, we have started to see more fair and equitable mutuality in contracts and, either in the first draft or by negotiation, here is what you are more likely to see (and certainly want to see):

Assignment. This Agreement is not assignable by either Party, whether by operation of law or otherwise, without the prior written consent of the other Party (which shall not be unreasonably withheld, delayed or conditioned); provided, however, that either Party may assign this Agreement (i) to an affiliate of the transferring Party or another entity owned or controlled by the transferring Party, or (ii) as part of a transfer of all or substantially all of the assets of the transferring Party to any party (so long as such transferee acknowledges and accepts responsibility for all obligations of such transferring party hereunder), by providing written notice of any such assignment to the other Party. Any purported assignment in violation of this provision shall be void and of no effect. Any permitted assignee shall assume all obligations of its assignor under this Agreement. 

So, what’s the difference and how does it affect you in a sale?

• First, it minimizes the concern a buyer might have as to whether the buyer will receive and benefit from all of the seller’s contracts. Again, these are the lifeblood of a service provider’s business and key to valuing the seller’s assets in a sale.

• Second, assuming the seller’s contracts do not all contain a 30-day convenience termination provision (we will save that for another newsletter), the buyer knows that, post-closing, the clients then under contract will continue to provide the projected and expected stream of revenue.

• Third, notifying parties of an assignment is always an easier “sell” than asking in advance; it just makes for a smoother transition process. “Never complain, never explain” was Benjamin Disraeli’s philosophy and it is akin to the assignment process. Just do it!

The next time your lawyer suggests negotiating the so-called “boilerplate” contract assignment restriction, I recommend listening to her.

Books We Like

I love reading books about John Adams… I can’t get enough and I always learn something new. However, it was his wife, Abigail Adams, who spoke most effectively for my gender when, in a letter dated March 31, 1776, she wrote to her influential husband expressing her hope that he not forget the women… “I desire you would remember the ladies, and be more generous and favorable to them than your ancestors. Do not put such unlimited power into the hands of the husbands. Remember, all men would be tyrants if they could.”

Norah O’Donnell has made it her mission, during a long and distinguished career, to do just that… remember the women. And her new book, We the Women: the Hidden Heroes Who Shaped America , has arrived at a particularly appropriate time as America celebrates its 250th birthday. 

She writes, initially, about the first 50 years of the wo men behind America’s fight for independence. The names stand out as being prominent in their contributions, but lacking in marquee celebrity. How is it that we can recite so many names of the men who contributed, but other than a handful, not name so many of the women? Kudos to Norah O’Donnell for completing her mission and allowing us to savor the many accomplished women who contributed so greatly to America’s birth and growth. It is a compelling and rousing read! 

The information you obtain at this site is not,

nor is it intended to be, legal advice.

You should consult an attorney for individual advice

regarding your own situation.

Copyright © 2026 Widett and McCarthy, P.C.

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