ROFR ROFO

Right of First Refusal (ROFR)

• A shareholder can’t be able to sell his or her shares without offering these shares to existing shareholders on the basis that the new investor shouldn’t enter the capital structure without group consent; ROFR is a transfer restriction

Right of First Offer (ROFO)

• If a shareholder wants to sell at certain price on certain terms, existing shareholders get the chance to buy at that price, and if they don’t the selling shareholder is free to sell to anyone at that price

Background on Paul & Ilan

Paul N. Cicero is a Partner in Goodwin Procter’s Private Equity and M&A/Corporate Governance practices. Paul represents private equity sponsors and their portfolio companies, as well as public companies, in a wide range of corporate transactions, with a focus on growth equity investments, leveraged acquisitions, venture capital investments and debt financings. Mr. Cicero has extensive experience in both U.S. and cross-border transactions, and advises clients across a broad range of industries including technology, software, digital media and online retail. He received a B.A. from Binghamton University in 2000 and a J.D. from Georgetown University in 2003.

Ilan S. Nissan is a Partner in Goodwin Procter’s Private Equity practice. Ilan Nissan has had extensive experience advising private equity funds, venture capital funds, hedge funds and alternative asset managers and their portfolio companies in a wide array of transactions, adversarial matters and other strategic matters. Ilan’s practice and experience encompasses corporate counseling, mergers and acquisition / private equity, fund formation and executive compensation. Mr. Nissan has been a Lecturer-in-Law at Columbia University Law School for over a decade, where he teaches an upper-level course focusing on mergers and acquisitions, private equity, venture capital and legal transactional strategies. He received a B.A. Magna Cum Laude from the University at Albany in 1985 and a J.D. Summa Cum Laude from Georgetown University in 1988.