Module 3 · Chapter 8
Exit
Sooner or later one owner will want its money out. The agreement does not fix when. It fixes who can force a sale, who can join one, and the price when no buyer names one.
In this chapter
- Who can force a sale of the whole company, and who can join a sale
- How a share is priced when no buyer has named a price
- What the right to start a sale gives a partner, and what it does not
8.1Exit in one paragraph
The SHA does not say when an owner may leave. It says how, in four rules:
- The drag-along lets a large majority make everyone else sell to its buyer (clause 13).
- The tag-along lets the others join a sale of control on the same terms (clause 14).
- The Sale Process lets Ferris or A&W make the company look for a buyer (clause 15).
- Fair Value is the price when shares must move and no buyer has named one (Schedule 4).
Key point
Every exit rule here pays the same price for every share. The drag, the tag and Fair Value treat a small holding like a large one. What the rules decide is who can make a sale happen.
Also in this chapter
- What the SHA calls an Exit
- Why the drag needs 75%
- What a dragged shareholder is promised
- Why the tag opens above half the votes
- A £24,000,000 offer, run through the rules
- Fair Value: one price for every share
- The Sale Process: a right to start, not to finish
- Your job
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