Author: Ashutosh Tripathi

Introduction The rise of globalization has changed the environment in which businesses function. No longer is a business just confined to one country — a conglomerate can be headquartered in one country, have subsidiary companies in other countries, have creditors dispersed throughout the world, and have assets that are located in more than one jurisdiction! This interconnected way of doing business has led to expansion; however, it also creates significant challenges when a business is experiencing financial difficulties. Example of Cross-Border Insolvency We should picture a multinational in trouble — for example, a manufacturing company located in India operating a…

In the realm of corporate transaction documents — especially shareholder agreements, joint ventures, and private equity agreements — two important pre-emptive rights frequently arise: the Right of First Refusal (ROFR) and the Right of First Offer (ROFO). Each mechanism allows a party to have some manner of control over ownership and to shield itself from the implied vested rights of a third party/shareholder/partner. However, they do differ in terms of their language, legal application, and strategic approach. This article examines the definitions under the law, the business implications and limitations of ROFR and ROFO, and the relative strengths of ROFR…