News & Analysis as of

Right of FIrst Refusal

FCA bans firms' use of restrictive contractual clauses for future primary market services

by Hogan Lovells on

On 27 June 2017, the Financial Conduct Authority (FCA) published its Policy Statement PS17/13 'Investment and corporate banking: prohibition of restrictive contractual clauses' which sets out new rules banning the use of...more

The FCA's final ban on right of first refusal/right to act provisions: will it affect corporate lending and acquisition finance...

by Allen & Overy LLP on

On 27 June, the UK Financial Conduct Authority (FCA) published a policy statement setting out the final form of its proposed ban on right of first refusal and right to act provisions relating to the supply of certain future...more

The FCA introduces a ban on right of first refusal clauses

by DLA Piper on

In May 2015, the Financial Conduct Authority (FCA) launched a market study on investment and corporate banking services to consider issues including choice of banks and advisers for clients and the bundling and...more

Mortgages Prime Unrecorded Lease With Right of First Refusal

In a 2016 decision, Dahari v. Villafana, No. 20219/2013, 2016 NY slip op. 31859(U) (Oct. 3, 2016), a New York Court looked at a long-standing concept in real property: whether an unrecorded conveyance is void against a...more

The Top 10 Government Contracting Compliance Headaches in 2017

by Holland & Knight LLP on

In the government contracting industry, compliance related issues tend to take place. With administration and party changes, 2017 promises to offer additional complexities. Confusion amongst government contracting...more

Actually, Hotel Franchise Agreements Are Negotiable

There is a widespread assumption that brand franchise agreements are not negotiable. This assumption is so prevalent that many real estate investors will devote substantial effort to negotiating the terms of a hotel purchase...more

Buyer Beware: Bankruptcy Assets not “Free and Clear” if Due Process is Lacking

One of the most powerful and oft used devices in bankruptcy is the sale of assets “free and clear” of liens, claims and interests. One issue a buyer at a bankruptcy sale must consider, however, is whether due process has been...more

Prohibition on 'right of first refusal' clauses in financing transactions

by White & Case LLP on

In May 2015 the Financial Conduct Authority (FCA) launched a market study to assess, among other matters, the effects of cross-selling and cross-subsidising of investment and corporate banking services in the UK by investment...more

Incremental Facilities – The LMA Approach

by White & Case LLP on

Incremental Facilities - Once the preserve of large cap deals and top tier sponsors, incremental facilities (which can otherwise be known as accordion or additional facilities) have become a permanent feature of the...more

What Employers Can Expect from the New Administration – Part 1: Executive Orders & Administrative Actions

What will a Trump administration do to the labor and employment law landscape? While we can’t predict for certain, we figure we can at least provide better insight than the pollsters who have spent the last year following the...more

Road Map to Europe II - Bridging the Documentation Gap Between the US and Europe in Venture Capital Transactions

It's a common issue: a US venture capitalist and a European company agree on the commercial terms of an investment transaction and think that the hard work is done but quickly find themselves at an impasse over the way the...more

Rule Against Perpetuities and Leases in North Carolina

Remember the Rule Against Perpetuities? Think back to your days in law school, sitting in your 1L Property class. Remember the rule against perpetuities? Remember thinking that it would never really come into play in...more

The Election is Over, Now What?

Now that the election is over, many clients and friends are asking what labor and employment law might look like under the soon to be President Trump. Of course, no one can predict exactly what will happen in the coming term....more

Delaware Law Updates – Board’s Adoption of a Plan of Dissolution Held Not to Be a Breach of the Directors’ Fiduciary Duties

by McCarter & English, LLP on

In The Huff Energy Fund, L.P. v. Gershen, C.A. No. 11116-VCS (Del. Ch. Sept. 29, 2016), the Delaware Court of Chancery dealt with the issue of whether a company’s decision, approved by its board of directors and its...more

Franchisors Should Consider Signing a Conditional Lease Assignment Rather Than a Franchisee’s Lease

by Snell & Wilmer on

In Franchise & High Properties, LLC v. Happy’s Franchise, LLC, a 2015 decision issued by the Court of Appeals in Michigan, the franchisor, Happy’s Pizza Franchise, LLC, signed a five-year lease for the commercial space to be...more

Pitfalls of the LTA 1987 – Tenants' Rights of First Refusal

by White & Case LLP on

Landlords of mixed use properties should pay close attention to the traps within Part I of the Landlord and Tenant Act 1987 (the "Act"). Are you a landlord of a mixed use property? Might you become a landlord of a mixed...more

Late-Stage Private Placements: A Life Sciences Sector Survey

As privately held companies choose to remain private longer and defer their initial public offerings (IPOs), these companies are increasingly reliant on raising capital in successive private placements. New categories of...more

Anatomy of a Term Sheet: Series A Financing (Q2 2016)

by McCarter & English, LLP on

A key milestone in the lifecycle of many successful companies (and, admittedly, many unsuccessful companies) is obtaining financing from angel or venture capital investors, but in negotiating with experienced investors...more

Transmission Planning and Construction Right of First Refusal Ruled Unduly Discriminatory, Not Mobile-Sierra Protected

by McDermott Will & Emery on

The provision contained in incumbent electric utility tariffs—conferring on the holder the right of first refusal (ROFR) to construct additions to the high-voltage electrical grid, regardless of who conceived of and proposed...more

DC Circuit Joins 7th Circuit in Holding Mobile-Sierra Contract Protection Inapplicable to Transmission Owner Rights of First...

by Stinson Leonard Street on

Several months ago, the 7th Circuit Court of Appeals upheld the Federal Energy Regulatory Commission's (FERC) order overriding contracts between the Midcontinent Independent System Operator (MISO) and incumbent utilities...more

…And The Unicorn You Rode In On (Silicon Valley – Episode 26)

Alas, poor Erlich! We knew him; ‘a fellow of infinite jest, of most excellent fancy; he hath borne us on his back a thousand times; and now,’ as Jared poetically recounts, “Erlich’s Bachmanity boondoggle has led to his being...more

Right of first refusal in relation to real estate

by Dentons on

This article aims to provide an overview of what constitutes a right of first refusal (ROFR) in relation to real estate (referred to herein as “property”) and the salient considerations to be borne in mind by parties...more

Seventh Circuit Upholds FERC's Authority to Abrogate Transmission Owner Rights of First Refusal

by Stinson Leonard Street on

Does FERC have authority to override contracts between a regional transmission organization (RTO) and incumbent utilities giving the latter rights of first refusal (ROFR) to build new regional transmission facilities? It...more

Corporate Venture Funds: Friend or Foe?

by Foley & Lardner LLP on

Many large corporations have set up, or are in the process of setting up, in-house venture funds. At the same time, early and later-stage companies are looking for “smart money” investors – funds that bring strategic and...more

Anatomy of a Term Sheet: Series A Financing

by McCarter & English, LLP on

A key milestone in the lifecycle of many successful companies (and, admittedly, many unsuccessful companies) is obtaining financing from angel or venture capital investors, but in negotiating with experienced investors...more

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