A right of first offer (ROFO) requires a shareholder who wants to sell to first offer the shares to the beneficiaries — typically the company and/or the other investors — before shopping them to third parties. The holder names its terms (or invites the beneficiaries to bid); if the beneficiaries decline or the parties fail to agree, the seller may sell to a third party within an agreed window, but only at a price equal to or higher than what the beneficiaries were offered. Sell below that floor, and the process restarts.
The commercial contrast with a right of first refusal (ROFR) decides which one you want. Under a ROFR, the seller must first find a third-party buyer, then present that negotiated deal to the beneficiaries to match — which chills third-party interest, since no bidder wants to spend diligence money on a deal that an insider can take away at signing. A ROFO front-loads the insider process and leaves the outside sale clean, so it is the seller-friendlier mechanic; ROFR is buyer/incumbent-friendlier. In venture documents, ROFR is standard on founder shares while ROFO appears more often among investors inter se, on secondaries and in joint-venture exits.
Drafting and Turkish practice
The mechanics live or die on details: offer periods (long enough to organise funding, short enough not to freeze a sale), whether beneficiaries may exercise partially or must take all-or-nothing, price-floor verification on the outside sale, and what counts as “same terms” when the third-party deal includes non-cash elements. In Türkiye, ROFO/ROFR clauses sit in the shareholders’ agreement and are backed — as with all transfer restrictions in an anonim şirket — by articles-level transfer approval requirements, so that a transfer in breach can be denied entry in the share ledger rather than litigated only in damages.
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