Buying or selling a franchised auto dealership isn’t like any other business transaction—it’s a complex legal process governed by manufacturer restrictions, franchise laws, and the ever-present OEM Right of First Refusal (ROFR). Sellers want to know that a buyer is approvable by the OEM as early as possible in a deal, so they do not waste time and money on a transaction that will not close. Buyers, on the other hand, want to avoid the situation where potentially lengthy negotiations and preliminary due diligence finally results in a definitive written agreement to purchase a store or group, only to have the manufacturer exercise a ROFR and give the deal to someone else. Whether you’re a buyer, a seller, or an M&A advisor, understanding the legal framework around manufacturer approval and ROFR’s is essential to selecting the right deal, and then getting the deal closed. In this concise and practical guide , veteran dealership attorney Michael Semanie breaks down the state-by-state legal nuances that can make or break a dealership buy/sell. For each state, you’ll learn the answers to these questions: What must the buyer and/or seller do to effectively notify the manufacturer of a potential buy/sell and avoid any claim of inadequate notice that may delay a deal? - What are the manufacturer’s response requirements once notified, and can the manufacturer’s failure to timely comply with those requirements constitute a de facto approval of the buyer? - What factors may a manufacturer consider when determining whether to approve an applicant-buyer? - Are manufacturers permitted to exercise ROFR’s contained in their dealer sales and service agreements, may such ROFR be considered void under state law, or are there any restrictions on exercising the ROFR? Whether you’re preparing for your first buy/sell or managing a portfolio of rooftops, this reference guide provides an at-a-glance review of the intricate legal framework surrounding OEM approval and ROFR laws in dealership buy/sell transactions.