Do employees have to consent to a share sale?

Sellers worry that staff could somehow block a sale, and buyers sometimes assume consent has to be gathered before closing. In a share transaction neither is the case, and understanding why clarifies what does need attention.

Why there is nothing to consent to

An employment contract is between the employee and the corporation. Selling the shares of that corporation changes who owns it, not who employs them. Every contract, policy, entitlement and length of service continues untouched because the counterparty never moved. Consent would be required if the employer were changing — which is what distinguishes this from an asset sale.

The asset-sale contrast

In an asset purchase the buyer is a different legal person and employment with the seller generally ends, so the buyer makes fresh offers that employees accept or decline. That is where consent genuinely operates — and where continuity-of-service rules then treat accepted offers as continuing prior service for certain purposes.

What can still give an employee a say

Individual contracts occasionally contain change-of-control provisions giving an executive rights on a sale, including enhanced severance or the ability to treat the change as a trigger. Collective agreements can contain successorship terms. Neither is a consent requirement, but both are commitments a buyer inherits and should find in diligence rather than afterwards.

Not needing consent is not a reason for silence

Staff usually work out that something is happening, and learning about an ownership change from a rumour damages trust at exactly the point a buyer needs it. The timing question is commercial — confidentiality against goodwill — and worth deciding deliberately rather than by default.