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What is Right of First Refusal?

Definition

Right of First Refusal

Right of First Refusal (ROFR) is a legal clause giving the startup (or its major investors) the right to purchase shares from a selling shareholder on the same terms before they can sell to an outsider.

Why It Matters for Startups

Directly dictates the cap table and dilution structure during fundraising; understanding Right of First Refusal helps founders model equity distributions when structuring rounds for control over private stock transfers.

Detailed Deep Dive

Right of First Refusal (ROFR) is a legal clause giving the startup (or its major investors) the right to purchase shares from a selling shareholder on the same terms before they can sell to an outsider.

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Frequently Asked Questions

Q:Why do companies require ROFR?

To keep competitor companies or unapproved block buyers from acquiring ownership stakes in the company.

Q:Does ROFR affect secondary sales?

Yes. Any founder or employee selling secondary shares must first offer them to the company/board under ROFR.

Quick Facts

  • CategoryFunding
  • Key ApplicationControl over private stock transfers

Coverage Trend12 Weeks

12w agoToday

Cite This Term

Reference this definition in your articles, research, or documentation to credit this source:

[Right of First Refusal | SPIDITS Glossary](https://spidits.com/startup-glossary/rofr)

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