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← Glossary
Deal Terms & Legal

Right of first refusal

Also: ROFR

The right to match an offer before shares can be sold to an outside buyer.

Why it matters

It gives the company and investors control over who joins the cap table, but can slow down a secondary sale.

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Related terms

Drag-along / tag-along

Drag-along lets a majority force others to join a sale; tag-along lets minorities join one on the same terms.

Secondary

A sale of existing shares (often founder or early-investor stock) rather than new shares issued by the company.

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