Nearly every commercial lease restricts transfer, and the negotiation follows a familiar pattern.
Consent standards. Absolute discretion, consent not to be unreasonably withheld, or a list of objective criteria. In some states a bare consent requirement is read as importing reasonableness; in others it is not.
What is reasonable. Financial strength of the transferee, its intended use, compatibility with the tenant mix, experience, and effect on the building’s value. Not reasonable in most authority: extracting a rent increase as the price of consent, absent a recapture or profit-sharing right.
Permitted transfers. Affiliates, successors by merger, and transfers in connection with a sale of all or substantially all the tenant’s assets, subject to net worth tests and notice. Corporate tenants should negotiate these explicitly, because a change of control is commonly defined as an assignment.
Recapture. The landlord’s right to terminate as to the space instead of consenting. Tenants should limit it to transfers of the whole premises for the balance of the term.
Profit sharing. Excess rent over the tenant’s obligation, split after deduction of the tenant’s transaction costs — brokerage, improvements, concessions.
Continuing liability. The original tenant remains liable absent an express release, which is what makes an assignment less complete a solution than tenants expect.