Right of First Offer

The Right of First Offer (ROFO) is a contractual right that requires a selling party to first offer an asset or shares to the ROFO holder (often on terms proposed by the seller) before selling to a third party. In private company secondaries and M&A-related transfers, a Right of First Offer is used to give existing investors or the company a first look at liquidity opportunities, and Right of First Offer terms specify notice, timelines, matching/negotiation mechanics, and exceptions.

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Ryan Roberts Startup Lawyer
Ryan Roberts is a startup lawyer with more than two decades of experience advising on venture financings and M&A transactions totaling more than $1 billion. He is the author of the Amazon bestselling startup law book Acceleration.