EAL PROP L J Fall 2014 at 20 25 See John C Murray supra note 2 at 70 Standard definitions of a ROFR do not necessarily speak of the holder having a right to accept an offer from the grantor ID: 840829
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1 , N.Y. REAL PROP. L. J., Fall 2014, at 6
, N.Y. REAL PROP. L. J., Fall 2014, at 6; John
2 C. Murray, Options and Related Rights w
C. Murray, Options and Related Rights with Re
3 spect to Real Estate: An Update, 47 REAL
spect to Real Estate: An Update, 47 REAL PROP.
4 TR. & EST. L. J. 63 (2012). See also Ke
TR. & EST. L. J. 63 (2012). See also Kevin L.
5 Shepherd, Rights of First Refusal: Pois
Shepherd, Rights of First Refusal: Poison Pil
6 ls and Bad Faith, PROB. & PROP., May/Jun
ls and Bad Faith, PROB. & PROP., May/June 2007
7 , at 52 (focusing particularly on whethe
, at 52 (focusing particularly on whether the
8 holder of a right of first refusal must
holder of a right of first refusal must always
9 match every term of the third- EAL PROP
match every term of the third- EAL PROP. L. J
10 ., Fall 2014, at 20. 25 See John C. Murr
., Fall 2014, at 20. 25 See John C. Murray, su
11 pra note 2, at 70. Standard definitions
pra note 2, at 70. Standard definitions of a R
12 OFR do not necessarily speak of the hold
OFR do not necessarily speak of the holder hav
13 ing a right to accept an offer from the
ing a right to accept an offer from the granto
14 r to sell, probably because the terms of
r to sell, probably because the terms of ROFR
15 agreements usually do not characterize t
agreements usually do not characterize the gra
16 ntorÕs notice to the holder as an offer
ntorÕs notice to the holder as an offer to sel
17 l; more commonly, perhaps, definitions e
l; more commonly, perhaps, definitions explain
18 that a ROFR, once triggered by a third-
that a ROFR, once triggered by a third-party
19 offer acceptable to the grantor, gives r
offer acceptable to the grantor, gives rise to
20 a right in the holder to purchase the p
a right in the holder to purchase the propert
21 y on those terms. For the purposes of th
y on those terms. For the purposes of this pap
22 er, however, I be the only economic ana
er, however, I be the only economic analysis
23 to compare ROFRs and ROFOs. for this re
to compare ROFRs and ROFOs. for this result s
24 eems to be that if a prospective buyer k
eems to be that if a prospective buyer knows
25 perhaps the most significant conclusion
perhaps the most significant conclusion fromth
26 e analysis a fitting conclusion to this
e analysis a fitting conclusion to this inqui
27 ry into what an economic analysis may te
ry into what an economic analysis may tell us
28 about ROFRs and ROFOs. Here it is, for w
about ROFRs and ROFOs. Here it is, for whateve
29 r practical value it may have: when the
r practical value it may have: when the holder
30 Õs and the third-party buyersÕ investiga
Õs and the third-party buyersÕ investigation c
31 osts are identical, a ROFR Òalways gener
osts are identical, a ROFR Òalways generates m
32 ore surplusÓ than a ROFO.61 Part III A S
ore surplusÓ than a ROFO.61 Part III A Samplin