A deal-protection device in a merger agreement that gives the buyer the right to better its offer before the board of directors of the target company decides to change its recommendation for, and terminate the agreement. The matching right usually refers to a right of the buyer to match any superior proposal that the target company receives from a third-party during the window-shop (or go-shop) period. However, the buyer can also negotiate a right to improve its offer if the target board has a right to change its recommendation because of an intervening event (known as a finding of gold in the backyard). In this case, the right is not to "match" an offer, but to make enough changes to the agreement to obviate the need for the board to change its recommendation.

The matching right can be structured as a one-time matching right or a right to match each offer made by a third-party (known as a "last-look"). The right to change the agreement in response to an intervening event is usually a one-time right.

Matching rights are usually included in the merger agreement's no-shop section, but sometimes are drafted in the termination section. While some form of matching right is almost always included in public merger agreements, its terms can vary from transaction to transaction. When negotiating matching rights, the parties generally focus on issues such as:

While buyers favor matching right provisions with negotiation and last-look rights, target companies try to narrow them as much as possible to avoid signing an agreement that may:

Target companies often end up agreeing to a buyer-friendly form to secure the buyer's agreement and possibly trade a concession on matching rights for a better price. In this regard, the matching right's legality under Delaware law will not be determined in isolation; its reasonableness will usually be judged as part of the package of deal-protection terms.