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How to Use Right of First Offer (ROFO) vs. Right of First Refusal (ROFR) Clauses Correctly

Credits Available
Credit Status Total
Alaska CLE Reciprocity 1.5 Total
Alabama CLE Approved 1.5 Total
Arkansas CLE Approved 1.5 Total
Arizona CLE Approved 1.5 Total
California CLE Approved 1.5 Total
Colorado CLE Approved 2 Total
Connecticut CLE Approved 1.5 Total
Delaware CLE Approved 1.5 Total
Florida CLE Approved 2 Total
Georgia CLE Approved 1.5 Total
Hawaii CLE Approved 1.5 Total
Iowa CLE Approved 1.5 Total
Idaho CLE Approved 1.5 Total
Illinois CLE Approved 1.5 Total
Indiana CLE Approved 1.5 Total
Kansas CLE Upon Request 1.5 Total
Kentucky CLE Upon Request 1.5 Total
Louisiana CLE Approved 1.5 Total
Maine CLE Approved 1.5 Total
Minnesota CLE Approved 1.5 Total
Missouri CLE Approved 1.8 Total
Northern Mariana Islands CLE Approved 1.5 Total
Mississippi CLE Approved 1.5 Total
Montana CLE Pending 1.5 Total
North Carolina CLE Approved 1.5 Total
North Dakota CLE Upon Request 1.5 Total
Nebraska CLE Approved 1.5 Total
New Hampshire CLE Approved 1.5 Total
New Jersey CLE Approved 1.8 Total
New Mexico CLE Approved 1.5 Total
Nevada CLE Approved 1.5 Total
New York CLE Approved 1.5 Total
Ohio CLE Approved 1.5 Total
Oklahoma CLE Approved 2 Total
Oregon CLE Pending 1.5 Total
Pennsylvania CLE Approved 1.5 Total
Rhode Island CLE Upon Request 1.5 Total
South Carolina CLE Approved 1.5 Total
Tennessee CLE Approved 1.5 Total
Texas CLE Approved 1.5 Total
Utah CLE Approved 1.5 Total
Vermont CLE Approved 1.5 Total
Washington CLE Approved 1.5 Total
Wisconsin CLE Approved 1.5 Total
West Virginia CLE Approved 1.8 Total
Wyoming CLE Approved 1.5 Total
OnDemand
1 hours 26 minutes
Timothy Boone
With Timothy K. Boone from Berliner Cohen LLP
Recorded December 08, 2025
Product ID 101374

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Overview

Structure Transfer-of-Interest Provisions Strategically

Rights of First Offer(ROFO) and Rights of First Refusal (ROFR) provisions are ubiquitous in real estate, corporate, and other commercial transactions. Yet many attorneys overlook their tactical advantages and enforcement nuances. This course delves into ROFR and ROFO key elements, differences, and uses. Explore their creative inclusion in corporate bylaws and other corporate documents, in investment vehicles, and in contracts. Hone your contract language negotiating skills - register today!

  • Distinguish between ROFR and ROFO provisions and their respective applications.
  • Identify critical components and triggers for ROFR and ROFO clauses.
  • Understand the legal enforceability and limitations of these rights.
  • Recognize common drafting errors and ambiguities that lead to litigation.
  • Develop strategies for negotiating and structuring effective ROFR and ROFO provisions.

Abbreviated Agenda

  1. What Are ROFR and ROFO? Common Contexts and Industries
  2. Deconstructing the ROFR Provision
    1. Key Elements and Triggers: The Offer, Notice, Election Period, Matching Terms, etc.
    2. Mechanics of Exercise and Waiver
    3. ROFR Drafting (With Sample Provision Language)
  3. Mastering the ROFO Provision
    1. Key Elements and Triggers: The First Offer, Negotiation Period, etc.
    2. Mechanics of Exercise and Waiver
    3. ROFO Drafting Tips (With Sample Provision Language)
  4. Common Drafting Pitfalls, Enforcement, and Litigation

Related Topics

Product ID 101374

Credit Details

Credits Available
Credit Status Total
Alaska CLE Reciprocity 1.5 Total
Alabama CLE Approved 1.5 Total
Arkansas CLE Approved 1.5 Total
Arizona CLE Approved 1.5 Total
California CLE Approved 1.5 Total
Colorado CLE Approved 2 Total
Connecticut CLE Approved 1.5 Total
Delaware CLE Approved 1.5 Total
Florida CLE Approved 2 Total
Georgia CLE Approved 1.5 Total
Hawaii CLE Approved 1.5 Total
Iowa CLE Approved 1.5 Total
Idaho CLE Approved 1.5 Total
Illinois CLE Approved 1.5 Total
Indiana CLE Approved 1.5 Total
Kansas CLE Upon Request 1.5 Total
Kentucky CLE Upon Request 1.5 Total
Louisiana CLE Approved 1.5 Total
Maine CLE Approved 1.5 Total
Minnesota CLE Approved 1.5 Total
Missouri CLE Approved 1.8 Total
Northern Mariana Islands CLE Approved 1.5 Total
Mississippi CLE Approved 1.5 Total
Montana CLE Pending 1.5 Total
North Carolina CLE Approved 1.5 Total
North Dakota CLE Upon Request 1.5 Total
Nebraska CLE Approved 1.5 Total
New Hampshire CLE Approved 1.5 Total
New Jersey CLE Approved 1.8 Total
New Mexico CLE Approved 1.5 Total
Nevada CLE Approved 1.5 Total
New York CLE Approved 1.5 Total
Ohio CLE Approved 1.5 Total
Oklahoma CLE Approved 2 Total
Oregon CLE Pending 1.5 Total
Pennsylvania CLE Approved 1.5 Total
Rhode Island CLE Upon Request 1.5 Total
South Carolina CLE Approved 1.5 Total
Tennessee CLE Approved 1.5 Total
Texas CLE Approved 1.5 Total
Utah CLE Approved 1.5 Total
Vermont CLE Approved 1.5 Total
Washington CLE Approved 1.5 Total
Wisconsin CLE Approved 1.5 Total
West Virginia CLE Approved 1.8 Total
Wyoming CLE Approved 1.5 Total
Select Jurisdiction
CLE

Agenda

All times are shown in

  1. How to Use Right of First Offer (ROFO) vs. Right of First Refusal (ROFR) Clauses Correctly

    1. What Are ROFR and ROFO? Common Contexts and Industries
    2. Deconstructing the ROFR Provision
      1. Key Elements and Triggers: The Offer, Notice, Election Period, Matching Terms, etc.
      2. Mechanics of Exercise and Waiver
      3. ROFR Drafting (With Sample Provision Language)
    3. Mastering the ROFO Provision
      1. Key Elements and Triggers: The First Offer, Negotiation Period, etc.
      2. Mechanics of Exercise and Waiver
      3. ROFO Drafting Tips (With Sample Provision Language)
    4. Common Drafting Pitfalls, Enforcement, and Litigation

Who Should Attend

This legal course is designed for attorneys. Paralegals and LLC members will also benefit.

Speakers

Timothy K Boone
Timothy K.
Boone
Berliner Cohen LLP
Speaker bio
Timothy K Boone

Timothy K. Boone

Berliner Cohen LLP
Timothy Boone

is a partner with Berliner Cohen LLP in California. His practice areas include complex real estate and business transactions, business formation, estate planning, and trust and estate administration. Mr. Boone has counseled clients in the negotiation and drafting of leases, easements, 1031 exchanges, the purchase and sale of real estate and business interests, business formation, and business and estate succession. Prior to joining the firm, he served as vice president of legal services for Crescendo Interactive, a renowned leader in the field of charitable planning. While at Crescendo, Mr. Boone assisted nonprofit fundraisers, financial advisors, and attorneys in creating advanced estate and charitable plans. In addition to his legal work, Mr. Boone is a frequent corporate events speaker on matters related to complex real estate transactions, business transactions, estate planning, and trust and estate administration. He also publishes articles on topics of interest in these fields. Mr. Boone earned his B.S. degree, summa cum laude, from California State University Stanislaus; his J.D. degree, magna cum laude, from Liberty University; and his LL.M. degree in taxation from Golden Gate University.

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