All terms
Right of First Refusal (ROFR)
The right to match an offer before a sale is finalized.
QUICK ANSWER
Right of First Refusal gives an existing investor or stakeholder the right to match any third-party offer before the asset or shares are sold.
In depth
Right of First Refusal is a contractual right often included in shareholder agreements. It allows existing investors or stakeholders to purchase shares before they are offered to outside buyers. This helps maintain ownership structure and prevents unwanted third parties from entering. ROFR is commonly used in startup financing rounds and secondary sales. While it protects existing investors, it can also slow down transactions because approvals must be obtained before completing a sale.