The following article addresses the topic of Right of First Refusal, the reasons for its existence and regulation, also it will analyze theregulations adopted in the Peruvian legal system, the civil perspective of the exercise of this right, finally concluding with the challengesfaced in reality. The author will propose recommendations onto many of the outlined issues, albeit there not being a simple solution and, each challenge should be analyzed on a case-by-case basis as the best way to reduce or eliminate said problems.

The purpose of this article is to acquaint the reader with the main institutions and characteristics of the right of first option established in a shareholders’ agreement, usually in the scenario of mergers and acquisitions of companies.To this end, the author analyzes the usual restrictions between the parties to prohibit the disposal of shares (and how they differ from the right of first refusal), costs and benefits of establishing this classic clause, alternatives (in some cases less expensive, but also less efficient). Finally, the author explains the innovative ‘commitment to auction’ clause that represents the convergence between the right of first refusal and keeping third party bids open without distorting values.

The purpose of this article is to acquaint the reader with the main institutions and characteristics of the right of first option established in a shareholders’ agreement, usually in the scenario of mergers and acquisitions of companies.To this end, the author analyzes the usual restrictions between the parties to prohibit the disposal of shares (and how they differ from the right of first refusal), costs and benefits of establishing this classic clause, alternatives (in some cases less expensive, but also less efficient). Finally, the author explains the innovative ‘commitment to auction’ clause that represents the convergence between the right of first refusal and keeping third party bids open without distorting values.

The following article addresses the topic of Right of First Refusal, the reasons for its existence and regulation, also it will analyze theregulations adopted in the Peruvian legal system, the civil perspective of the exercise of this right, finally concluding with the challengesfaced in reality. The author will propose recommendations onto many of the outlined issues, albeit there not being a simple solution and, each challenge should be analyzed on a case-by-case basis as the best way to reduce or eliminate said problems.

The purpose of this article is to acquaint the reader with the main institutions and characteristics of the right of first option established in a shareholders’ agreement, usually in the scenario of mergers and acquisitions of companies.To this end, the author analyzes the usual restrictions between the parties to prohibit the disposal of shares (and how they differ from the right of first refusal), costs and benefits of establishing this classic clause, alternatives (in some cases less expensive, but also less efficient). Finally, the author explains the innovative ‘commitment to auction’ clause that represents the convergence between the right of first refusal and keeping third party bids open without distorting values.

The following article addresses the topic of Right of First Refusal, the reasons for its existence and regulation, also it will analyze theregulations adopted in the Peruvian legal system, the civil perspective of the exercise of this right, finally concluding with the challengesfaced in reality. The author will propose recommendations onto many of the outlined issues, albeit there not being a simple solution and, each challenge should be analyzed on a case-by-case basis as the best way to reduce or eliminate said problems.