Rights of First Refusal, Rights of First Offer, Options to Purchase: Key Provisions for Clarity and Enforceability
Recording of a 90-minute CLE webinar with Q&A
This CLE webinar will examine and compare rights of first offer (ROFO), rights of first refusal (ROFR), and options to purchase commercial property (collectively, purchase rights). The panel will discuss key drafting points and issues of interpretation which can arise due to a lack of clarity or unforeseen circumstances. The panel will also discuss title, financing and subordination issues which must be considered when granting a purchase right.
- Distinguishing between different types of purchase rights
- Right of first refusal
- Right of first offer
- Option to purchase
- Key provisions
- Triggers, notice, other requirements to exercise purchase right
- Time of the essence, strict compliance
- Identification of parties—assignment provisions
- Common points of misunderstanding and dispute
The panel will review these and other critical issues:
- What distinguishes a ROFR from a ROFO or an option to purchase?
- Why might “time of the essence” and strict compliance provisions be particularly relevant when drafting purchase rights provisions?
- What are some of the pitfalls in drafting ROFRs, ROFOs and purchase options?
- What are the factors when drafting purchase price provisions?
- How might purchase rights affect future transfers and financings of property? Is a purchase right insurable under a title policy?
Kathryn E. Allen
The Law Office of Kathryn E. Allen
Maggie R. Simoneaux-Cuaso
Silberman Law Firm
Ms. Simoneaux-Cuaso works in the firm’s Austin office and focuses her practice on real estate, probate, and... | Read More
Ms. Simoneaux-Cuaso works in the firm’s Austin office and focuses her practice on real estate, probate, and business law.Close
Victoria J. Siesta
Ms. Siesta focuses her practice on real estate finance transactions, working directly with commercial banks,... | Read More
Ms. Siesta focuses her practice on real estate finance transactions, working directly with commercial banks, institutional lenders, servicers and borrowers on all aspects of the loan process from application through post-closing and loan servicing. She also has significant experience addressing property level issues. She represents clients in matters relating to acquisitions financing, refinances, building loans, leasehold loans and commercial mortgage-backed securities loans and is experienced in closing loans for commercial buildings, hotels, multi-property portfolios, large multifamily buildings and cooperative and condominium apartment properties. She also has experience representing clients in connection with acquisitions and dispositions of real property and loan workouts.Close