What Is a Go-Shop Clause, and Does It Matter if I Am Selling a Private Company?

What a go-shop is

In most sales, once you sign a letter of intent you agree not to solicit other buyers. That is the no-shop. A go-shop reverses it for a window after signing. The seller may contact other buyers, share information with them and sign a better deal if one appears. If it does, it pays the first buyer a break fee, usually smaller than the fee that applies after the window closes.

A recent public example

On November 1, 2026, Perion Network, a listed ad tech company, agreed to be acquired by Affle for $11.70 per share in cash, an equity value of about $420 million and a 34.5% premium to Perion's October 30 close. The agreement includes a 40-day go-shop that ends on December 11, 2026.

According to the merger agreement filed with the SEC, Perion owes Affle a termination fee of $10.5 million if it signs a competing deal during the go-shop and $14.7 million if it signs one afterwards. On $420 million that is roughly 2.5% versus 3.5%, our arithmetic. The deal is expected to close in early 2027, subject to shareholder and antitrust approval. The agreement also gives Affle match rights on any competing proposal received during the go-shop. We do not know whether any other bidder will appear.

How it differs from a no-shop

A no-shop protects the buyer. It says: you have chosen me, so stop talking to anyone else while I spend money on diligence. A go-shop protects the seller's board. It says: we have a price we like, but we want proof nobody pays more. The buyer accepts it in exchange for a lower fee to leave in the early window and the right to match. Whether a buyer has a match right is a term to read, not assume.

Why it matters less for private founders

Public boards owe duties to shareholders, so a go-shop helps show they tested the price. A private founder-led sale usually has no such window. Once you sign, the no-shop binds you, and the only market check you get is the one you ran before signing.

What to do with that

• Talk to more than one buyer before you sign anything. One offer is not a process.
• Read how long the no-shop runs and what it costs you to leave.
• Ask whether any break fee changes over time, and who pays it.
• If a buyer asks for a go-shop style window in a deal you are selling into, treat it as a sign they expect a competing bid.

Your situation

If you have an offer in hand and are unsure whether you have tested the price, write down every buyer you have spoken to and what each said. If the list is short, the market check is the work to do first. This is general information, not legal advice.

Related reading: How long should exclusivity last in an LOI, and what can I negotiate once I have signed one; What does it actually mean to run an M&A process and do I need a banker to do it; What is a letter of intent (LOI) in M&A; What Is a Reverse Termination Fee and Why Does It Matter in My Acquisition Deal; I got an unsolicited offer to buy my company. What should I do first.