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Right of First Offer


The Right of First Offer (ROFO) is a contractual agreement in finance where an asset owner agrees to give another party the first opportunity to purchase an asset before the owner sells it to others. The interested party can either accept the offer or pass, following which the owner is free to sell their asset to any other party. ROFO is often used in venture capital, real estate transactions, and shareholder agreements between corporations and investors.


The phonetic pronunciation of “Right of First Offer” is: Rait ɒv Fɜrst ɒfər

Key Takeaways

Three Main Takeaways about Right of First Offer

  1. Option for Sellers: Right of First Offer(ROFO) is a contract clause that provides an option for current property, business, or share owners to offer to sell their ownership to a specified party before selling to anyone else. This gives the existing owner a potential exit strategy and option to sell with reduced negotiation hassities.
  2. Benefit to Investors: For investors or parties who are looking to expand their stake or acquire, a ROFO can provide an opportunity to negotiate and possibly acquire the ownership without the fear of an unexpected, external party swooping in.
  3. Difference from Right of First Refusal (ROFR): Although somewhat similar, a ROFO is different from a Right of First Refusal (ROFR). In a ROFR, the owner must have a bona fide offer from a third party before they can offer to sell to the existing stakeholders. In a ROFO, the owner can approach the existing stakeholders first without having to secure an outside offer initially.


The Right of First Offer (ROFO) is an important business/finance term as it provides a contractual obligation that gives an existing stakeholder the first opportunity to purchase an asset before the owner sells it to another party. This is usually seen in real estate and business deals. The advantage of ROFO is that it allows the existing investor to increase their stake without the risk of an outside party buying the asset first. This term protects the investor’s interest and gives assurance of business continuity in the case the owner decides to sell. If the investor decides not to exercise this right, the owner is then free to sell the asset to any other interested parties.


The Right of First Offer (ROFO) is a valuable provision in real estate and business transactions. Its main purpose serves the interests of shareholders who may not want to sell their stake in a company to an unknown third party. The clause essentially provides this protection, ensuring that the existing stakeholders or shareholders get the preference to buy the shares before the owner sells it to someone else. It serves as a safeguard, allowing existing investors to maintain or increase their stake and influence over the company, or prevent any unfavorable change of company dynamics with the entry of a new shareholder.The Right of First Offer is also typically used in real estate lease agreements where a landlord promises to give a tenant the first opportunity to buy the property before it is offered to any other party. This provision favors the tenant and gives them a measure of control over their business’s location, thereby offering some stability for the long-term operation of their business. It can also be an advantageous position for the tenant in acquiring the property at a potentially lower price compared to what it might be listed publicly. Hence, the purpose of a ROFO is to prioritize the buyer’s interest and protect their investment in a business or property.


1. Real Estate Transactions: In the world of real estate, the Right of First Offer (ROFO) can often come into play. This can occur when a property owner agrees to give a specific party, such as a current tenant, the first opportunity to purchase the property before it’s offered to others. For example, if a landlord decides to sell a commercial property, they might give the businesses renting that space the right to make an offer before listing it on the market. 2. Mergers and Acquisitions: In corporate finance, a Right of First Offer can come into effect when a company decides to sell either a part or all of its operations or assets. The ROFO is usually given to existing shareholders or strategic partners. For instance, if a tech startup decides to sell off a particular product line, it may give its major investors the first chance to buy it.3. Entertainment Industry: In the entertainment industry, a Right of First Offer can be relevant in situations such as contracts with actors, directors, or producers. For instance, an author might provide a film studio with the right of first offer on an adaptation of their work before pitching it to other studios.

Frequently Asked Questions(FAQ)

What is the Right of First Offer?

In business, the Right of First Offer (ROFO) is a contractual agreement where a company or individual gives another party the opportunity to buy something before they can offer it to others. Normally, it’s associated with real estate transactions and equity transactions in businesses.

How does the Right of First Offer work?

When a party decides to sell an asset that falls under a ROFO agreement, they must approach the other party with the terms of sale first, giving them the chance to accept or refuse the offer. If they refuse, the seller can then offer it to other potential buyers, but typically at a price not less than the initial offer.

What’s the difference between the Right of First Offer and Right of First Refusal?

The difference lies in timing and the control of the negotiation process. In a Right of First Refusal (ROFR), the holder doesn’t get a chance to purchase until another offer from a third party is on the table. In a Right of First Offer (ROFO), the holder has the opportunity to purchase before the owner negotiates with other potential buyers.

Is ROFO legally binding?

Yes. If a ROFO clause is included in a contract, it’s legally binding. The owner of the asset must offer it to the party with the ROFO before anyone else. Failure to comply can lead to legal penalties.

What happens if the party with the ROFO declines the initial offer?

If the party declines the offer, the seller is allowed to market the asset to third parties. However, the sale price and terms offered to third parties typically must not be more favorable than the ones initially offered to the party who held the ROFO.

Why would someone agree to a ROFO clause?

The person receiving the ROFO benefits by having the first option to buy an asset, giving them a form of control over it. It can be particularly useful in real estate or business partnerships where maintaining control or continuity can be important.

Can the Right of First Offer be waived?

Yes, the party with the ROFO can waive their rights if desired. The specifics of how this works and any associated penalties or costs are usually outlined in the original contract.

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