Tag And Drag Agreement

Day-long rights are also known as “co-sale sales rights” are the reversal of drag rights along. When a majority shareholder sells its shares, a right allows the minority shareholder to participate simultaneously in the sale at the same price for the shares. The minority shareholder “meets” with the sale of the majority shareholder. Rights throughout the day are generally formulated in such a way that if the day is not followed along the proceedings, any attempt to purchase shares in the company is invalid and is not registered. As a general rule, minority shareholders subject to drag-along rights should not and are not expected to provide insurance and guarantees other than capacity and securities. This is done on the basis that they have no control over the guarantee package agreed by the seller`s majority shareholder in the sales document. Tag along rights differ from drag-along rights, although they have the same underlying view. It is also possible to find tag along rights in share offers as well as in merger and acquisition contracts. Tag-along rights offer minority shareholders the opportunity to sell, but do not impose any obligation. If there are tag along rights, this may have a different impact on the terms of a merger or acquisition than would be discussed with drag along rights. While drag along rights are intended to mitigate the effects of minority shareholders, they can be beneficial to minority shareholders.

This type of provision requires that the price, conditions and terms of the sale of shares be consistent throughout the territory, which means that small shareholders can achieve favourable selling conditions that might otherwise be inaccessible. The objective of the rights is to provide a majority shareholder with liquidity, flexibility and a simple way out. Given that many buyers of a target company want 100% control of the transaction and rarely agree to allow a minority shareholder to retain a minority stake, it would be difficult for a majority shareholder to accept an offer if minority shareholders do not cooperate and block the sale of a business. While the drag-along rights themselves can be clearly detailed in an agreement, the distinction between the majority and the minority can be something to watch out for. Companies may have different types of stock categories. A company`s statutes refer to the ownership and voting rights of shareholders, which can affect the majority or minority. Sometimes the transfer of shares does not trigger tag-along provisions. B, for example, if the transfer is not a genuine share sale (for example. B transfer to heirs or other family members). [4] These specific “authorized transfers” should be explicitly taken into account in the shareholders` pact and excluded from the exploitation of Tag Along`s provisions. However, it is important to ensure that these “authorized transfers” are not used as a circumvention of minority protection by transferring shares to a newly created subsidiary that is not bound to agreements between current shareholders, so that shareholder can then sell those shares with impunity.

One of the methods to avoid this complication is that such a partner must be subject to the privileges of the original Along tag. Failure to comply with this agreement results in the Affiliate losing its status as an “approved acquirer” and must return its newly acquired shares to the original shareholder. [4] In 2019, Bristol-Myers Squibb Company and Celgene Corporation entered into a merger agreement under which Bristol-Myers Squibb acquired Celgene in a cash and stock transaction valued at approximately $74 billion.