A right of first refusal, or ROFR, is a common clause in contracts. It's also remarkably powerful: by giving one party exclusive access to a transaction before anybody else, an owner limits not just the actions of interested third parties, but also of themselves.

In this video, Torys litigators Andrew Bernstein, Jeremy Opolsky and Rachael Saab explain how businesses can deploy this powerful tool with appropriate care in their commercial contracts.

We discuss:

  • Why ROFRs make negotiations more complicated
  • What to watch for when drafting a ROFR
  • What happens if a ROFR is breached
  • The interesting link between ROFRs and good faith in contracts

Click here to see other videos in this series.

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