Last-Look Provision
A clause that gives a party the right to match or exceed the highest bid received in a competitive M&A process, often granted to insiders or strategic partners.
Implications
A contractual clause that gives one party the right to match or exceed a competing offer before a transaction is finalized, often used in mergers and acquisitions, real estate, and other competitive bidding situations to give the holder of the provision a final opportunity to secure the deal.
Example
Example: A private equity firm includes a last-look provision in its offer to acquire a tech startup, allowing it to match any higher bid that the startup receives before closing the deal, ensuring that it has the final opportunity to win the acquisition.
Related Terms
Different from first right of refusal, which gives a party the first chance to accept or decline an offer, a last-look provision allows the holder to match or exceed competing offers at the end of the negotiation process.
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