Drag-Along Right

"What is the benefit of a drag-along right?"

Quick Answer

A contractual right allowing a majority shareholder to force minority shareholders to join in the sale of the company to a third party on the same terms.

Scope and Legal Distinctions

A drag-along clause allows specified shareholders to require others to join a sale under agreed conditions. It does not bypass mandatory company-specific share-transfer requirements.

What to Check in Practice

Define the trigger, minimum price, buyer, notice, warranties and completion process; align the clause with the articles and transfer restrictions.

Sources & Authorities

Statutory framework and official guidance for this definition.

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