A type of shareholding rights whereby a specified majority of shareholders- after entering into an agreement with a third party to sell their shares on given terms and conditions- have the right to require that the holders of the remaining shares join the transaction by also selling their shares to the third party. Drag-along rights are usually attached to shareholdings as a means to prevent an unwilling or opposing minority from blocking transactions that the majority pursues.
In the context of venture capital, a drag-along provision gives a joint venturer contemplating a sale of its joint venture interest the right to drag the interest of its joint venture partner into the transaction. The former compels the latter to sell its own interest to some third-party buyer. In this sense, drag-along rights are particularly instrumental in the event that a majority joint venture interest cannot be disposed of unless the buyer can acquire 100 percent ownership of the venture.
Drag-alongs are the reverse of tag-alongs.
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