The instinctive workaround to a difficult landlord is to buy the shares instead. It works because the tenant stays the tenant — until the lease says a change of control counts as though it did not.
Short answer
Ordinarily, yes — but it works because of what a share sale is, not because of any special exemption. A lease names a specific tenant. In a share purchase, that named tenant — the corporation — does not change; only who owns it changes. Because the party to the lease is unchanged, there is nothing to assign and nothing for the landlord to consent to under a standard assignment covenant. That is the whole logic behind buying shares specifically to avoid a difficult consent process, and it is sound as far as it goes.
It does not go as far as buyers sometimes assume. Where the lease contains a deemed-assignment or change-of-control clause — treating a sale of a majority of the tenant’s shares, or any change of control, as triggering the same consent requirement that an assignment would — the share-sale route is closed by the lease’s own words, not by any statute. That clause is a matter of contract interpretation on the specific wording used, so it has to be read, not assumed absent.
Amalgamating the buyer and the target starts from real statutory footing: on an Ontario amalgamation taking effect, the corporations “are amalgamated and continue as one corporation,” carrying forward “all liabilities… and all contracts” of each predecessor. See Business Corporations Act, R.S.O. 1990, c. B.16, s.179. Against a lease drafted with a change-of-control clause, that continuity does not help — the clause is triggered by the change of control itself, and an amalgamation effects exactly that, whatever the surviving entity is named.
Case Files: the relief window that closed when the Crown sold the lease was itself a share purchase — the deal structure did not need a landlord’s consent at all, and the lease was still lost, because the entity holding it had already been dissolved for an unrelated filing default before the sale was even agreed. A clean structure on paper does not substitute for confirming the tenant is actually still there to hold the lease.
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