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Training Guide

Right of First Refusal and Co-Sale Agreements


Training Guide

Right of First Refusal and Co-Sale Agreements

Venture Financing
Remote or in person

What’s Covered

  • Right of first refusal 
  • Co-sale rights
  • Exempt transfers and offerings
  • Other provisions in the agreement

Before the Session

Prepare the Attendees

Send the attendees an invitation for the session. Include this link, which has the videos and exercise they’ll need to prepare.

Prepare Yourself

Watch the videos and read the exercise so you’re familiar with the Hotshot material.

During the Session

Part 1: Knowledge Check

Ask attendees these questions to ensure they understand the topic:

  • What’s a right of first refusal?
  • What’s a co-sale right?
  • What party typically holds a right of first refusal over all common stock?
  • Who are the principal parties to the agreement?
  • What are the mechanics of a right of first refusal?
  • When does a “overallotment” or “undersubscription” provision come into play?
  • What are some common exempted transfers?
  • How do these rights play out if a founder were to propose a sale of shares to a third party?
  • Describe a “lock-up” or “market stand-off” agreement.

Part 2: Group Exercise

Lead a group discussion based on the exercise. To encourage collaboration, divide the attendees into groups to discuss the exercise, then have a representative from each group summarize their views to the larger group. Call on people to share their thoughts and ask others to respond.

Tip for remote sessions: use your web conferencing system’s breakout room feature to divide people into groups.

Part 3: War Stories and Firm Specifics

Share your own experiences and guidance, including:

  • Anecdotes and war stories (e.g., about a near-disaster or a tough negotiation)
  • General practice tips (dos and don’ts)
  • Firm-specific guidance and practices

After the Session

To continue their learning, attendees can check out related courses in Hotshot’s Venture Financing topic.

About Hotshot

Hotshot helps lawyers develop their legal, business, and technology skills through short videos, quizzes, and summaries, and we help law firms and law schools plan and deliver engaging training programs. Our customers include Am Law 200 firms, top law schools, and regional and international firms.

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