Organisational change of control
A change in control involves alterations to an organisation's ownership, structure or governance, potentially changing the effective control that existed at the time the contract was executed with Homes Tasmania.
Changes in control can have significant implications on contractual agreements with us and you must conduct due diligence before making any legally binding commitments.
Mergers, acquisitions, amalgamations
Mergers, acquisitions and amalgamations refer to ways two or more organisations may join together or be combined. While the legal definitions differ slightly, they all involve changing an organisation's ownership, control and/or structure.
Examples include:
- one organisation taking control or ownership of another
- transferring operations, assets, liabilities and rights between organisations
- one organisation acquiring the operations, assets, liabilities and rights of another
- multiple organisations joining to form a new entity.
Board restructuring
Board restructuring refers to changes to the composition, structure or governance of an organisation's board. This can occur for various reasons, such as improving governance, responding to external changes, or aligning the board with new organisational strategies.
Examples include:
- replacing or appointing new board members
- altering the roles and responsibilities of board members
- adjusting governance documents, such as the constitution or bylaws, to reflect a new board structure.
Your obligations
You must discuss any planned changes in control with us to understand the contractual implications.
This will help us determine if the change is significant or if all you need to do is to provide us with further information.
If the planned change will alter effective control, you must obtain written consent from us before implementing the change. You should also seek independent legal and business advice.
Effective control means:
- control of the board composition or the organisation’s member composition
- voting power within the organisation
- control of more than half of the issued share capital, excluding non-participating shares in profit or capital distribution.
Failure to obtain consent may result in a default event that can’t be remedied and lead to the termination of the contract.
Applying for consent
To apply for consent, you must complete the Application for an organisational change of control form.
Your application must include:
- the reason for and nature of the organisational change
- the name(s) of the party or parties involved
- measures to address the effects the change of control may have on service delivery
- any subcontracting arrangements
- whether a new entity will be established
- assurances of uninterrupted service delivery
- how data and privacy controls will be managed.
Our obligations
We will review your application and consider:
- whether sufficient explanation has been provided
- any concerns regarding the performance of the organisations involved
- whether the changes align with the housing program being delivered
- whether the change of control poses any risk to service delivery.
We may consult other stakeholders as we assess your application. You will be notified of our decision via email within 20 business days of us receiving your application.
Please note that this timeframe is an estimate and will vary depending on the extent of the proposed change of control. Should additional time be needed to review your application, we will let you know.