A right of first refusal (ROFR) is a contractual right granting the holder the opportunity to purchase shares — or other assets — on the same terms that a third party has offered, before the seller can complete the transfer. The seller must first present the third-party offer to the ROFR holder, who then has a defined window (commonly 15–30 days) to match the terms and acquire the shares directly.
ROFRs serve two distinct functions in venture and shareholders’ agreements: company-level ROFRs protect cap-table integrity by allowing the company (or designated existing shareholders) to repurchase shares before they are transferred to outside parties — preventing competitor entry, cap-table fragmentation, or unwanted secondary holders. Investor-level ROFRs allow venture investors to maintain or increase their position by matching third-party offers for founder or co-investor shares.
Compare with ROFO (right of first offer): under ROFO, the seller must first offer shares to the right-holder before approaching third parties at all — a procedurally earlier, more seller-burdensome mechanic. ROFRs activate only after a third-party offer exists; ROFOs activate before the seller can solicit external interest.
Structural considerations include: the trigger scope (all transfers, transfers above a threshold, transfers excluding affiliates/family), exercise mechanics (full match required or partial exercise permitted), price determination (third-party offer price, formula-based, or independent valuation), and process timeline (notice periods, election windows, closing deadlines).
Vircon Legal drafts and negotiates ROFR and ROFO provisions for founders, venture investors, and minority shareholders — calibrating scope, mechanics, and timing to align with shareholders’ agreement architecture and Turkish Commercial Code requirements on share transfer restrictions.