Transform your daily workflows and Modify Tag-Along Agreement

Aug 6th, 2022
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How to Modify Tag-Along Agreement

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were a registered business broking firm we focus across Australia and facilitate the buying and selling of financial planning books and practices today were talking to Martin Checketts from mills Oakley lawyers about some of the legal aspects of buying and selling a financial planning business if you co-owned a financial planning business with one or more business partners its really important to put it an agreement in place between you to regulate your relationship ongoing if youre on the business through a company structure that agreements called a shareholders agreements if you run it through a unit trust its a unit holders agreement if you ran it through a partnership its a partnership agreement etc one important cause that you should think about is whether there will be dragged along and tag-along rights in your shareholders agreements a drag along right is essentially the right for the majority owner to procure or ensure the sale of the entire business or share capital to

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The phrase Tag Along means to follow along after someone; to go along with someone. Example of Use: The family dog tagged along after the children wherever they went.
Co-sale rights are similar to tag along rights, but applies when a majority shareholder is selling only a proportion of its shares. The sale is made conditional on an offer being made to minority shareholders to sell the same proportion of their shares.
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.
A shareholders agreement is a contract between the shareholders and the company. Like any contract, it is possible to amend shareholders agreements and update them as circumstances change within a company.
Whereas a tag along clause provides protection to small investors, a drag along provision protects the interests of the major shareholder(s). A drag along clause allows a large shareholder (or group of shareholders) to drag the other shareholders into a joint sale of the entire venture.
Unanimous shareholder agreements may only be amended with the consent of all shareholders.
If you want to get out of a shareholder agreement then you need to read the Put/Call Option closely in many shareholder agreements the call option means the shares have to be sold for a certain price, while the purchase options might involve discounts for existing shareholders.
Normally an agreement can only be changed by unanimous agreement among the shareholders or partners. A deed of variation, or an entirely new agreement, will need to be drawn up and signed by all the shareholders or partners.
Subject to any unanimous shareholders agreement, the articles of a company can be amended only by way of a special resolution of the shareholders, which requires the approval of at least 66 2/3% of the votes cast by the shareholders entitled to vote on the resolution.
Normally an agreement can only be changed by unanimous agreement among the shareholders or partners. A deed of variation, or an entirely new agreement, will need to be drawn up and signed by all the shareholders or partners.

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