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Also known as: drag along, drag-along provision

Drag-Along Rights

TechnicalLegalFundraising

Definition

Drag-Along Rights: Drag-along rights allow majority shareholders to force minority shareholders to join in the sale of a company on the same terms. This ensures that a buyer can acquire 100% of the company without holdout shareholders blocking the deal.

Example Usage

β€œWhen 80% of shareholders approved the acquisition, drag-along rights forced the remaining 20% to sell.”

Common Misconceptions

Drag-along lets anyone force a sale. It typically requires a supermajority (often 60-80%) to trigger.
Minority shareholders lose all rights. They still get the same price and terms as majority shareholders.
Drag-along is unfair. It actually helps ensure deals close, benefiting all shareholders.

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