Clearing ROFR and Consent

Once you and a buyer agree terms, the company gets involved — and this is the stage most likely to add real delay or, if the company exercises its ROFR, change who ends up owning the shares. Notify the company promptly once terms are agreed; the clock on most ROFR windows doesn't start until you do.

This is also the point to loop in any separate board-approval or consent requirement you identified during confirming your paperwork, since it may run on a different (often slower) timeline than ROFR.

Checklist for this stage

• Formally notify the company of the proposed sale as soon as terms are agreed with your buyer — see the ROFR & transfer consent deep dive for the typical timeline this triggers.
• Ask directly whether a separate board approval is required beyond ROFR, and if so, when the board next meets or whether a written consent is possible (see company consent vs. board approval).
• Keep your buyer updated on timing expectations — a buyer who doesn't understand why a "done deal" hasn't closed yet can walk away.
• If the company exercises its ROFR and buys the shares itself, confirm you still receive your agreed price — this is usually still a good outcome for you, just not for your original buyer.

Common pitfalls

• Treating a signed term sheet as a done deal before the ROFR window has actually lapsed.
• Not asking about board approval separately from ROFR, then being surprised by an additional multi-week delay.
• Losing a motivated buyer to frustration over a slow, unexplained timeline — proactive communication helps here more than anything else.