Work in company in the Tag-Along Agreement

Aug 6th, 2022
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Tag alongs, in effect, oblige the majority shareholder to include minority shareholders in any sale negotiations. This is important for you as the founder since your investor often has better access to potential buyers, and may be able to negotiate better pricing and terms.
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.
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.
The tag along clause requires the minor shareholder to be allowed to join in on a sale. Both clauses are designed to give the minor shareholder the rights to receive the same price, terms and conditions as any other seller.
Tag-along rights are pre-negotiated rights that a minority shareholder includes in their initial issuance of a companys stock. These rights allow a minority shareholder to sell their share if a majority shareholder is negotiating a sale for their stake.
For example, if a third party offers to buy out a company and the majority shareholder wish to accept the deal, a drag-along right will ensure that minority shareholders accept the buy-out.
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.
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.

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