Venture Deals · glossary

Drag-along

A right for the holders of a large majority to make the rest sell to a buyer on the same terms. Solaris’s article first allowed only an outside buyer, so it was amended before Meridian could drag the last two holders. Article 15.1 · Article 15.2 · the amendment · Chapter 14

Explained in Chapter 14, Transfers, Tag and Drag, of Venture Deals.

The main page for this term is Drag-along, in Shareholders' Agreements.

How it comes up, in Chapter 14
Drag-along is the reverse of tag, and it is compulsory. A buyer of a whole company wants every share, and one holder with a tiny stake should not be able to block the sale. Article 15.1 lets the holders of at least 75% of the shares in issue serve a Drag Notice. It requires every other holder to sell to the buyer on the same terms.
Read Chapter 14, Transfers, Tag and Drag →

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