Drag Along Rights Shareholders Agreement

While it is understandable for minority shareholders to try to minimise the level of contractual guarantees (on the basis of effective control of the sale process by the majority shareholder), there is a reason why the exercise of the Tag Along right is under the control of minority shareholders (unlike the situation under a right of participation) and therefore when minority shareholders must receive the same price per share on exit, they should bear the same risk for insurance and guarantees. Participation rights favour the majority shareholder, while Tag Along rights are more advantageous for the minority shareholder. Stock offerings, mergers, acquisitions and acquisitions can be complex transactions. Certain rights may be included and introduced under the terms of a share class offer or in a merger or acquisition agreement. Participation rights usually stop during an IPO. [2] If a critical mass of shareholders wishes to sell the company, the participation rights will allow these shareholders to “put” all other shareholders up for sale. (Drag Along clauses are sometimes referred to as “Come Along” clauses) When it comes to share transfers, tag along rights often offer minority shareholders higher protection than a right of pre-emption, especially in situations where the minority may not have the financial means to acquire a majority stake. . . .