Misplaced Pages

Right of first refusal

Article snapshot taken from Wikipedia with creative commons attribution-sharealike license. Give it a read and then ask your questions in the chat. We can research this topic together.

Right of first refusal ( ROFR or RFR ) is a contractual right that gives its holder the option to enter a business transaction with the owner of something, according to specified terms, before the owner is entitled to enter into that transaction with a third party. A first refusal right must have at least three parties: the owner, the third party or buyer, and the option holder. In general, the owner must make the same offer to the option holder before making the offer to the buyer. The right of first refusal is similar in concept to a call option .

#950049

60-398: A ROFR can cover almost any sort of asset , including real estate , personal property , a patent license, a screenplay , or an interest in a business. It might also cover business transactions that are not strictly assets, such as the right to enter a joint venture or distribution arrangement. In entertainment, a right of first refusal on a concept or a screenplay would give the holder

120-500: A Right of First Offer (ROFO, also known as a Right of First Negotiation) in that the ROFO merely obliges the owner to undergo exclusive good faith negotiations with the rights holder before negotiating with other parties. A ROFR is an option to enter a transaction on exact or approximate transaction terms. A ROFO is merely an agreement to negotiate. ROFR: Abe owns a house and Bo offers to buy that house for $ 1 million. However, Carl holds

180-441: A consumer is willing to buy a good, it implies that the customer places a higher value on the good than the market price. The difference between the value to the consumer and the market price is called " consumer surplus ". It is easy to see situations where the actual value is considerably larger than the market price: purchase of drinking water is one example. The economic value of a good or service has puzzled economists since

240-470: A monetary theory of value , where "Money is the necessary form of appearance of value (and of capital) in the sense that prices constitute the only form of appearance of the value of commodities." Similarly to the exchange theory, this theory emphasizes value as being socially determined, rather than having a physical substance. According to this analysis, when money incorporates production into its M-C-M' circulation, it functions as capital implementing

300-437: A ROFR may require a custodial parent to offer parenting time to the non-custodial parent (rather than having a child supervised by a third party) any time that the custodial parent or their family is unable to exercise their right to parenting time (such as if the custodial parent needs to travel out of town). Under these circumstances a breach may result in a finding of contempt and any remedies for contempt. An ROFR differs from

360-532: A business. This group includes land , buildings , machinery , furniture , tools , IT equipment (e.g., laptops), and certain wasting resources (e.g., timberland and minerals ). They are written off against profits over their anticipated life by charging depreciation expenses (with exception of land assets). Accumulated depreciation is shown in the face of the balance sheet or in the notes. These are also called capital assets in management accounting . A company which invests too much of it capital in assets

420-450: A commodity's "innate worth" was the amount of labor needed to produce it. "The value of a thing in any given time and place", according to Henry George , "is the largest amount of exertion that anyone will render in exchange for it. But as men always seek to gratify their desires with the least exertion this is the lowest amount for which a similar thing can otherwise be obtained." In another classical tradition, Marx distinguished between

480-550: A commodity. However, this theory is rejected in Smith's work The Wealth of Nations . The famous diamond–water paradox questions this by examining the use in comparison to price of these goods. Water, while necessary for life, is far less expensive than diamonds, which have basically no use. Which value theory holds true divides economic thinkers, and is the base for many socioeconomic and political beliefs. Silvio Gesell denied value theory in economics. He thought that value theory

540-448: A currency administration guided by value theory is doomed to sterility and inactivity. The theory of value is closely related to that of allocative efficiency , the quality by which firms produce those goods and services most valued by society. The market value of a machine part, for example, will depend upon a variety of objective facts involving its efficiency versus the efficiency of other types of part or other types of machine to make

600-435: A good or service?” Value for money is often expressed in comparative terms, such as "better", or "best value for money", but may also be expressed in absolute terms, such as where a deal does, or does not, offer value for money. Among the competing schools of economic theory there are differing theories of value . Economic value is not the same as market price , nor is economic value the same thing as market value . If

660-471: A mathematical quantity depends on the algebraic sign attached to it. Any given accumulation of commercial wealth may be indicative, on the one hand, of faithful industries, progressive energies, and productive ingenuities: or, on the other, it may be indicative of mortal luxury, merciless tyranny, ruinous chicanery." Gandhi was greatly inspired by Ruskin's book and published a paraphrase of it in 1908. Economists such as Ludwig von Mises asserted that "value"

SECTION 10

#1732787057951

720-527: A need for tangible asset managers. A wasting asset is an asset that irreversibly declines in value over time. This could include vehicles and machinery, and in financial markets, options contracts that continually lose time value after purchase. Mines and quarries in use are wasting assets. An asset classified as wasting may be treated differently for tax and other purposes than one that does not lose value; this may be accounted for by applying depreciation . Economic value In economics , economic value

780-570: A result, asset managers use deterioration modeling to predict the future conditions of assets. Depreciation is applied to tangible assets when those assets have an anticipated lifespan of more than one year. This process of depreciation is used instead of allocating the entire expense to one year. Tangible assets such as art, furniture, stamps, gold, wine, toys and books are recognized as an asset class in their own right. Many high-net-worth individuals will seek to include these tangible assets as part of their overall asset portfolio. This has created

840-418: A right of first refusal to purchase the house. Therefore, before Abe can sell the house to Bo, he must first offer it to Carl for the $ 1 million that Bo is willing to buy it for. If Carl accepts, he buys the house instead of Bo. If Carl declines, Bo may now buy the house at the proposed $ 1 million price. ROFO: Carl holds a ROFO instead of a ROFR. Before Abe can negotiate a deal with Bo, he must first try to sell

900-423: A value to the firm because they give the firm an advantage in the marketplace. Intangible assets include goodwill , intellectual property (such as copyrights , trademarks , patents , computer programs ), and financial assets, including financial investments, bonds , and companies' shares . IFRS (International Financial Reporting Standards), the most widely used financial reporting system, defines: "An asset

960-435: A year or in the operating cycle (whichever is longer), without disturbing the normal operations of a business. These assets are continually turned over in the course of a business during normal business activity. There are 5 major items included into current assets: Marketable securities : securities that can be converted into cash quickly at a reasonable price The phrase net current assets (also called working capital )

1020-667: Is a term sheet provision permitting existing investors in a company to accept or refuse the purchase of equity shares offered by the company, before third parties have access to the deal. The main goal of the provision is to allow investors to prevent ownership dilution as the company raises additional capital. Typically, the provision will exempt certain types of shares, such as those in an employee pool, or shares issued to equipment loaners or lessors. Startup companies are advised to attempt negotiating out this right, because it enables existing investors to send stronger (potentially negative) signals to new investors, and consequently drive down

1080-415: Is a measure of the benefit provided by a good or service to an economic agent , and value for money represents an assessment of whether financial or other resources are being used effectively in order to secure such benefit. Economic value is generally measured through units of currency , and the interpretation is therefore "what is the maximum amount of money a person is willing and able to pay for

1140-467: Is a need for a power theory of value. There is, however, a causality dilemma to their argument that has drawn criticism: power is based on the ability of firms to set monopoly prices yet the ability to set prices is based on firms possessing a degree of power in the market. Capitalization , in their theory, is a measure of power, as illuminated through the present discounted value of future earnings (while also taking into account hype and risk). This formula

1200-462: Is a present economic resource controlled by the entity as a result of past events. An economic resource is a right that has the potential to produce economic benefits." The definition under US GAAP (Generally Accepted Accounting Principles used in the United States of America): "An asset is a present right of an entity to an economic benefit." CON 8.4 provides the following discussion of

1260-452: Is a subjective judgment. Prices can only be determined by taking these subjective judgments into account, and that this is done through the price mechanism in the market. Thus, it was false to say that the economic value of a good was equal to what it cost to produce or to its current replacement cost. Silvio Gesell denied value theory in economics. He thought that value theory is useless and prevents economics from becoming science and that

SECTION 20

#1732787057951

1320-447: Is any form in which wealth can be held. There is a growing analytical interest in assets and asset forms in other social sciences too, especially in terms of how a variety of things (e.g., personality, personal data, ecosystems, etc.) can be turned into an asset. In the financial accounting sense of the term, it is not necessary to have title (a legally enforceable ownership right) to an asset. An asset may be recognized as long as

1380-426: Is basic to finance which is the overarching logic of capitalism. The logic is also inherently differential as every capitalist strives to accumulate greater earnings than their competitors (but not profit maximization ). Nitzan and Bichler label this process differential accumulation . In order to have a power theory of value there needs to be differential accumulation where some owners' rate of growth of capitalization

1440-625: Is called an asset heavy company. On the other hand, a company which operates with very few to no assets is called a light asset model. Sectors like manufacturing, medical, engineering and chemical comprise heavy asset model businesses, whereas digital businesses like AirBNB , Uber , Zomato etc. operate as light asset model businesses. Intangible assets lack physical substance and usually are very hard to evaluate. They include patents , copyrights , franchises & licenses , goodwill , trademarks , trade names , etc. These assets are (according to US GAAP) amortized to expense over 5 to 40 years with

1500-599: Is faster than the average pace of capitalization. The subjective theory of value emphasizes the role of consumer preferences in influencing price. According to this theory, the consumer places a value on a commodity by determining the marginal utility , or additional satisfaction of one additional unit. Marginalism employs concepts such as marginal utility , marginal rate of substitution , and opportunity costs to explain consumer preferences and price. Subjectivist or marginalist theories of value were created by William Stanley Jevons , Léon Walras , and Carl Menger in

1560-447: Is necessary for life. This paradox was answered by the subjective theory of value by realizing that water, in total, is more valuable than diamonds because the first few units are necessary for life. The key difference between water and diamonds is that water is more plentiful and diamonds are rare. Because of the availability, one additional unit of diamonds exceeds the value of one additional unit of water. The subjective theory emphasizes

1620-532: Is often used and refers to the total of current assets less the total of current liabilities . Often referred to simply as "investments". Long-term investments are to be held for many years and are not intended to be disposed of in the near future. This group usually consists of three types of investments : Different forms of insurance may also be treated as long-term investments. Also referred to as PP&E (property, plant and equipment), these are purchased for continued and long-term use to earn profit in

1680-458: Is useless and prevents economics from becoming science and that a currency administration guided by value theory is doomed to sterility and inactivity. In classical economics , the labor theory of value asserts that the economic value of a commodity is determined by the total amount of socially necessary labor required to produce it. When speaking in terms of a labor theory of value, value without any qualifying adjective theoretically refers to

1740-404: Is worth relative to other objects or conditions. Economic values are expressed as "how much" of one desirable condition or product will, or would be given up in exchange for some other desired condition or product. Among the competing schools of economic theory there are differing metrics for value assessment and the metrics are the subject of a theory of value . Value theories are a large part of

1800-725: The balance sheet . On the balance sheet, additional sub-classifications are generally required by generally accepted accounting principles (GAAP), which vary from country to country. Assets can be divided into current and non-current (a.k.a. fixed or long-lived). Current assets are generally subclassified as cash and cash equivalents, receivables, inventory, and accruals (such as pre-paid expenses). Non-current assets are generally subclassified as investments (financial instruments), property, plant and equipment, intangible assets (including goodwill) and other assets (such as resources or biological assets). Current assets are cash and others that are expected to be converted to cash or consumed either in

1860-427: The buyer and seller. Just as the buyer reveals what he is willing to pay for a certain amount of a good, so too does the seller reveal what it costs him to give up the good. Additional information about market value is obtained by the rate at which transactions occur, telling observers the extent to which the purchase of the good has value over time. Said another way, value is how much a desired object or condition

Right of first refusal - Misplaced Pages Continue

1920-413: The capitalist relation and the exploitation of labor power constitutes the actual presupposition for this incorporation. Radical institutional economists Jonathan Nitzan and Shimshon Bichler (2009) argue that it was never possible to separate economics from politics. This separation is required to allow for neoclassical economics to base their theory on utility value and for Marxists to base

1980-459: The labour theory of value on quantified abstract labour . Instead of a utility theory of value (like neoclassical economics ) or a labour theory of value (as found in Marxian economics ), Nitzan and Bichler propose a power theory of value . The structure of prices has little to do with the so-called "material" sphere of production and consumption. The quantification of power in prices is not

2040-479: The "form of appearance" (This interpretation of Marx is along the lines of the Marxist thinker Michael Heinrich ) [ Erscheinungsform ] of value, in his critique of political economy which implies that, although value is separate from exchange value, it is meaningless without the act of exchange. In this tradition, Steve Keen makes the claim that "value" refers to "the innate worth of a commodity, which determines

2100-421: The "value in use" ( use-value , what a commodity provides to its buyer), labor cost which he calls "value" (the socially-necessary labour time it embodies), and " exchange value " (how much labor-time the sale of the commodity can claim, Smith's "labor commanded" value). By most interpretations of his labor theory of value , Marx, like Ricardo, developed a "labor theory of price" where the point of analyzing value

2160-398: The ability to restrict others' access to the benefit to which the entity is entitled. This accounting definition of assets includes items that are not owned by an enterprise, for example a leased building ( Finance lease ), but excludes employees because, while they have the capacity to generate economic benefits, an employer cannot control an employee. In economics , an asset (economics)

2220-491: The aggregate, not a specific price of a particular good or service in a given circumstance. Theories in either class allow for deviations when a particular price is struck in a real-world market transaction, or when a price is set in some price fixing regime. Critics of traditional Marxian economics , especially those associated with the Neue Marx-Lektüre (New Readings of Marx) such as Michael Heinrich , emphasize

2280-421: The amount of labor necessary for the production of a marketable commodity , including the labor necessary for the development of any capital used in the production process. Both David Ricardo and Karl Marx attempted to quantify and embody all labor components in order to develop a theory of the real, or natural, price of a commodity. In either case, what is being addressed are general prices—i.e., prices in

2340-411: The beginning of the discipline. First, economists tried to estimate the value of a good to an individual alone, and extend that definition to goods that can be exchanged. From this analysis came the concepts value in use and value in exchange . Value is linked to price through the mechanism of exchange . When an economist observes an exchange, two important value functions are revealed: those of

2400-472: The case of valuable or complex transactions it is subject to negotiation and review by business transaction attorneys. However, many ROFR are not completely specified. Even the best drafted ROFR agreements suffer a high risk of dispute and litigation because they are anticipating future transactions and contingencies that are unknowable when the ROFR originates. In venture capital deals, the right of first refusal

2460-413: The company's valuation. Asset In financial accounting , an asset is any resource owned or controlled by a business or an economic entity. It is anything (tangible or intangible) that can be used to produce positive economic value . Assets represent value of ownership that can be converted into cash (although cash itself is also considered an asset). The balance sheet of a firm records

Right of first refusal - Misplaced Pages Continue

2520-443: The consequence of external laws—whether natural or historical—but entirely internal to society. In capitalism , power is the governing principle as rooted in the centrality of private ownership. Private ownership is wholly and only an act of institutionalized exclusion, and institutionalized exclusion is a matter of organized power. And since the power behind private ownership is denominated in prices, Nitzan and Bichler argue, there

2580-426: The differences and disagreements between the various schools of economic theory. Value for money forms part of the "economic dimension" of the five "cases" required to validate a UK government investment or spending proposal. UK government guidance in this context speaks of "assessing" and of "maximising" value for money. In neoclassical economics , the value of an object or service is often seen as nothing but

2640-404: The economic concept of value from a moral point of view. He entitled the volume Unto This Last , and his central point was this: "It is impossible to conclude, of any given mass of acquired wealth, merely by the fact of its existence, whether it signifies good or evil to the nation in the midst of which it exists. Its real value depends on the moral sign attached to it, just as strictly as that of

2700-447: The exception of goodwill. Websites are treated differently in different countries and may fall under either tangible or intangible assets. Tangible assets are those that have a physical substance, such as currencies , buildings , real estate , vehicles , inventories , equipment , art collections , precious metals , rare-earth metals , Industrial metals, and crops. The physical health of tangible assets deteriorate over time. As

2760-400: The house to Carl on whatever terms Abe is willing to sell. If they reach an agreement, Abe sells the house to Carl. However, if they fail, Abe is free to start fresh negotiations with Bo without any restriction as to price or terms. The following are all variations on the basic ROFR: Many other variations are possible. A fully drafted ROFR addresses all of the types of issues and more, and in

2820-418: The kind of products that consumers will value in turn. In such a case, market value has both objective and subjective components. Economy, efficiency and effectiveness , often referred to as the "Three Es", may be used as complementary factors contributing to an assessment of the value for money provided by a purchase, project or activity. The UK National Audit Office uses the following summaries to explain

2880-404: The late 19th century. These theories contradicted earlier labour theories of values proposed by classical economists which emphasize the role of socially necessary labour in producing value. The subjective theory of value helped answer the " diamond–water paradox ," which many believed to be unsolvable. The diamond–water paradox questions why diamonds are so much more valuable than water when water

2940-496: The meaning of each term: Sometimes a fourth 'E', equity , is also added. In philosophy, economic value is a subcategory of a more general philosophical value , as defined in goodness and value theory or in the science of value . Adam Smith agreed with certain aspects of labor theory of value , but believed it did not fully explain price and profit. Instead, he proposed a cost-of-production theory of value (to later develop into exchange value theory) that explained value

3000-579: The monetary value of the assets owned by that firm. It covers money and other valuables belonging to an individual or to a business . Total assets can also be called the balance sheet total . Assets can be grouped into two major classes: tangible assets and intangible assets . Tangible assets contain various subclasses, including current assets and fixed assets . Current assets include cash , inventory , accounts receivable , while fixed assets include land , buildings and equipment . Intangible assets are non-physical resources and rights that have

3060-401: The nature of an asset: E17: An asset has the following two essential characteristics: (a) It is a present right (b) The right is to an economic benefit. E18:The combination of those two characteristics allows an entity to obtain the economic benefit and control others' access to the benefit. A present right of an entity to an economic benefit entitles the entity to the economic benefit and

SECTION 50

#1732787057951

3120-406: The normal ('equilibrium') ratio at which two commodities exchange." To Keen and the tradition of David Ricardo , this corresponds to the classical concept of long-run cost-determined prices, what Adam Smith called "natural prices" and Marx called " prices of production ". It is part of a cost-of-production theory of value and price. Ricardo, but not Keen, used a " labor theory of price " in which

3180-432: The owner sells the asset to a third party without offering the holder the opportunity to purchase it first, the holder can then sue the owner for damages but may have a difficult time obtaining a court order to stop or reverse the sale. However, in some cases, the option becomes a property right that may be used to invalidate an improper sale. ROFR also arises in visitation agreements/orders in divorce cases. In such cases,

3240-417: The present ability to prevent other parties from directing the use of the economic resource and from obtaining the economic benefits that may flow from it. It follows that, if one party controls an economic resource, no other party controls that resource. The accounting equation is the mathematical structure of the balance sheet . It relates assets, liabilities, and owner's equity : Assets are reported on

3300-447: The price it would bring in an open and competitive market. This is determined primarily by the demand for the object relative to supply in a perfectly competitive market . Many neoclassical economic theories equate the value of a commodity with its price, whether the market is competitive or not. As such, everything is seen as a commodity and if there is no market to set a price then there is no economic value. In classical economics ,

3360-450: The reporting entity controls the rights (economic resource) the asset represents. The essential characteristic of control is the ability to benefit from the asset and prevent other entities from doing likewise. The IFRS conceptual framework explains (CF 4.20 ): An entity controls an economic resource if it has the present ability to direct the use of the economic resource and obtain the economic benefits that may flow from it. Control includes

3420-447: The right to make that movie first while in real estate, a right of first refusal would create incentive for the tenant to take better care of their leased apartment in case the opportunity to purchase arises in the future. Only if the holder turns it down may the owner then shop it around to other parties. Because a ROFR is a contract right, the holder's remedies for breach are typically limited to recovery of damages . In other words, if

3480-463: The value of an object or condition is the amount of discomfort/labor saved through the consumption or use of an object or condition (Labor Theory of Value) . Though exchange value is recognized, economic value is not, in theory, dependent on the existence of a market and price and value are not seen as equal. This is complicated, however, by the efforts of classical economists to connect price and labor value. Karl Marx , for one, saw exchange value as

3540-411: Was determined by several different factors, including wages and rents. This theory of value, according to Smith, best explained the natural prices in the market. While an underdeveloped theory at the time, it did offer an alternative to another popular value theory of the time. The utility theory of value was the belief that price and value were solely based on how much "use" an individual received from

3600-400: Was to allow the calculation of relative prices . Others see values as part of his sociopolitical interpretation and critique of capitalism and other societies, and deny that it was intended to serve as a category of economics. According to a third interpretation, Marx aimed for a theory of the dynamics of price formation but did not complete it. In 1860, John Ruskin published a critique of

#950049