Rights of first refusal (“ROFR”) and rights of first offer (“ROFO”) are restrictive covenants that a property owner (“Owner”) can place on their property granting a third party (“Holder”) the right to purchase that property...more
Happy Spring to our multifamily clients and friends. A lot has transpired since our last Alert, so we wanted to provide the following updates. Click the links below to review each topic. ...more
Over the last several years, the Obama Presidential Center (OPC) has steadily risen from Jackson Park on the South Side of Chicago. The OPC, which includes nearly 20 acres as part of its campus, is expected to draw hundreds...more
Ownership changes are inevitable in the lifecycle of most restaurant businesses. A partner retires, a buyout closes, a new investor comes in, a divorce forces a restructuring—the trigger varies, but the risk is the same: if...more
Sen. Bernie Sanders (I-Vt.) and Rep. Greg Casar (D-Texas) have jointly introduced the Home Team Act, a proposed bill that would essentially federalize Ohio’s Art Modell Law and impose a series of conditions before a...more
In Prairie Street Capital, Inc. v. Afek et al., Prairie Street Capital, Inc. (“Plaintiff”) alleged that defendants breached Plaintiff’s contractual rights to exercise a right of first refusal option (the “ROFR Option”) upon...more
In a recent decision, the Delaware Court of Chancery held on summary judgment that a borrower’s grant of a security interest in substantially all of its assets, including its rights under a license agreement, constituted an...more
In the landscape of Canadian commercial real estate, the right of first refusal (ROFR) is a powerful contractual tool capable of materially shaping transactions. While ROFRs are conceptually straightforward and generally well...more
In SM Energy Company v. Buzzard Roost Farms, Inc. a Surface and Subsurface Use and Compensation Agreement between operator SM and surface owners included a right of first refusal (ROFR) relating to placement of saltwater...more
It’s one of those dismaying rules of law many business owners don’t learn until they litigate. Contrary to popular belief, a business owner lacks a direct ownership interest or property right in the company’s underlying...more
With New York City Council’s recent passage of the Community Opportunity to Purchase Act (“COPA”) comes a new statutory framework that grants certain community-based organizations the right to purchase qualifying residential...more
In Park7 Student Housing, LLC v. PR III/Park7 SH Holdings, LLC, the Delaware Court of Chancery held that a purchase agreement’s integration clause, which lacked anti-reliance language, barred the buyer’s fraudulent inducement...more
When negotiating any type of contract, it is important to give due attention to all terms, even topics that appear merely ministerial or administrative, as their interpretation may have serious implications in the performance...more
On October 31, 2025, the U.S. District Court for the Central District of California granted the motion to dismiss counterclaims brought by Defendant, which alleged that plaintiff telecommunications companies (“Plaintiffs”)...more
Obtaining an “investment right” to share in a successful and growing new business venture, like a right-of-first-refusal, can feel like a golden ticket. But what is the value of that right, and what damages are the injured...more
In today’s commercial real estate market, parties increasingly require flexibility when transferring their joint venture interests. Well-crafted transfer provisions can be critical to protecting liquidity, aligning diverging...more
On August 11, U.S. SDNY granted the FDIC’s motion to dismiss in a breach of contract case alleged by an individual against the FDIC, acting as receiver for a bank. The plaintiff, a real estate investment firm manager, alleged...more
In the first in our series on JOA issues, we discuss the recent Stabroek JOA Arbitration decision and what it means for JOA parties considering their own JOA Change in Control provisions. Chevron Corporation’s (“Chevron”)...more
A Right of First Refusal (ROFR) Clause is an optional clause that may be included in certain commercial leases which grants a tenant the first right to buy the property should the owner decide to sell....more
What is a right of first refusal clause in a real estate transaction? A right of first refusal, “ROFR,” may be considered a common clause seen in real estate agreements. But the effects of an ROFR can be quite harmful if...more
Among the first actions taken by the incoming administration was to rescind Executive Order (EO) 14055. Titled “Nondisplacement of Qualified Workers Under Service Contracts,” EO 14055 required certain federal contractors to...more
KEY FACTS OF REAL ESTATE ACQUISITIONS UNDER LATVIAN LAW - I. STANDARD FORMS OF AGREEMENT - A. Offer to Purchase sets forth Buyer's offer of price and date for closing. Seller may accept or reject. B. The purchase...more
The Small Business Administration (SBA) published earlier this month one of the most significant rule changes in recent history. We previously addressed the new M&A and long-term recertification rules....more
The Chicago City Council recently established a Tenant Opportunity to Purchase program for rental buildings on the city’s northwest side. Billed by the city as an anti-gentrification measure, the program gives tenants a right...more
With Election Day fast approaching, market indicators appear more promising, notwithstanding regulatory hurdles. As a follow-up to our most recent Alert, below are some updates on recent multifamily legislative and legal...more