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How to White Out Tag-Along Agreement

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In this webinar, Matt Crowley discusses tag along and drag along rights, which are essential for shareholders involved in buy-sell agreements, investor rights agreements, or co-founder agreements. He highlights the importance of addressing shareholder positions—both minority and majority—when considering exits. Crowley points out that exits typically refer to company acquisitions rather than public offerings, emphasizing that buyers usually acquire company assets. However, if a buyer intends to purchase the stock or membership interests, the dynamics change for minority shareholders, particularly those owning one-third of shares. Understanding these rights is crucial for protecting shareholder interests during acquisitions.

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What are tag-along rights and drag along rights?

Tag along rights are also known as co-sale rights are the inverse of drag along rights. When a majority shareholder sells their shares, a tag along right will entitle the minority shareholder to participate in the sale at the same time for the same price for the shares.

What are tag-along rights in a shareholders agreement?

A tag along clause gives minority shareholders the right to seek a sale for themselves under the same terms with the same buyer when a majority shareholder is selling their portion of shares.

What is the opposite of tag-along rights?

A come-along clause, also referred to as drag-along rights, force minority shareholders to sell their shares when majority shareholders decide to sell theirs. A come-along clause is essentially the opposite of tag-along rights.

What are typical tag-along rights?

Tag-along clauses operate to protect minority shareholders when majority shareholders sell their shares. The tag-along clause allows minority shareholders to force majority shareholders to get the same sale terms and price for the minority shareholders as a condition of selling the majority shares.

What is an example tag along clause?

For example, if you own 10% of the companys shares and you have a tag along right, you would be given the opportunity to sell 10% of the total parcel of shares that are being sold. This type of clause would typically result in shareholders selling some of their shares, but none of them being able to sell all of them.

What is an example of tag-along rights?

For example, if you own 10% of the companys shares and you have a tag along right, you would be given the opportunity to sell 10% of the total parcel of shares that are being sold. This type of clause would typically result in shareholders selling some of their shares, but none of them being able to sell all of them.

What are the disadvantages of tag-along rights?

Disadvantages of the right to tag along Moreover, tag along rights also affect the sale of the company when the potential buyer is reluctant to change the terms and conditions of the sale transaction to please the minority shareholder and is unwilling to buy their shares.

What is the threshold for drag along rights?

In most cases, the controlling majority, or a minimum of 51 percent are allowed to hold a vote to trigger a drag-along the sale. However, 66 percent may be the ideal rate depending on the company. Voters are usually preferred stockholders. Common stockholders might also be included, but this is rarer.

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White Out Tag-Along Agreement