Right of First Refusal

A Right of First Refusal (ROFR) is a contractual right that allows the holder (often the company and/or certain investors) to match a third-party offer before a shareholder can sell their shares to that third party. In private company cap tables, a Right of First Refusal helps control who becomes a shareholder, and the Right of First Refusal process typically includes notice, matching timelines, and permitted transfer 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.