Change chart in the Tag-Along Agreement

Aug 6th, 2022
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Drag-along rights and tag-along rights are important forms of investment realisation in a shareholders agreement. Drag-along rights favour the majority shareholder while tag-along rights are more beneficial to the minority shareholder. Navigating a Shareholders Agreement: Drag Along and - HFW HFW Navigating-a-Shareholders-Agr HFW Navigating-a-Shareholders-Agr
Rights of first refusal are often paired with co-sale rights (also known as tag-along rights). Co-sale rights give the holder the option to participate in the sale of the startupor any other liquidation eventon equal terms as the other parties involved. What is a Right of First Refusal? - AngelList - Education Center angellist.com articles right-of-first-refusal angellist.com articles right-of-first-refusal
While tag-along rights are relatively uncontroversial in most cases, not all majority stakeholders like to be confined by such an obligation. Occasionally, the tag-along can make it more difficult for a majority shareholder to exit in a single transaction.
Despite the clear advantages of tag-along rights to minority shareholders, there are some drawbacks, for example, tag-along rights could be seen to discourage majority shareholders from investing as they will have an obligation to make decisions to not only benefit themselves but the minority shareholders too and this What are tag along drag along rights? - Moore Barlow LLP moorebarlow.com blog what-are-tag-alo moorebarlow.com blog what-are-tag-alo
Tag-along rights also referred to as co-sale rights, are contractual obligations used to protect a minority shareholder, usually in a venture capital deal. If a majority shareholder sells his stake, it gives the minority shareholder the right to join the transaction and sell their minority stake in the company.
This can be beneficial when a company is looking to be acquired or merged with another business. Drag along rights also ensure that the minority shareholders get the same price, conditions, and terms as the majority shareholders, which can be beneficial if the majority is getting a good deal. The Founders Guide to Drag Along Rights in 2024 | Arc joinarc.com guides drag-along-rights joinarc.com guides drag-along-rights
With tag and drag along rights, all company shares are saleable if the majority want to do a deal. This can prevent a minority shareholder from blocking a sale and they will be dragged into the sale on the same terms allowing a buy to acquire the full business.

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