Shareholders' Agreements: Getting a First Refusal Right

Shareholders' Agreements: Getting a First Refusal Right

A right of first refusal notice was issued to major shareholders after a sale had been agreed between one shareholder and an affiliate of another shareholder. The case turned on whether such affiliate could qualify as a “bona fide third party” under the shareholders’ agreement. The High Court applied rules of interpretation recently approved by the Supreme Court, including a detailed analysis of the text and the commercial context of the contract.

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