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Tag-Along Rights

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What are Tag-Along Rights? 

Tag-Along Rights, also known as co-sale rights, are provisions that protect minority shareholders by allowing them to sell their shares if a majority shareholder sells theirs. This ensures that minority shareholders can participate in any sale and receive the same terms as the majority shareholder.

How It Works:

  • Trigger Event: Activated when a majority shareholder plans to sell their shares.
  • Option to Sell: Minority shareholders can sell their shares on the same terms.
  • Purpose: Provides minority shareholders with exit opportunities similar to majority shareholders.

Advantages: 

Tag-Along Rights protect minority shareholders by ensuring they are not left behind during a sale. They provide an equal opportunity to benefit from the sale and ensure fair treatment by offering the same terms as those received by majority shareholders.

Disadvantages: 

While Tag-Along Rights protect minority shareholders, they can complicate sales for majority shareholders, who must ensure that the buyer is willing to purchase shares from both majority and minority shareholders under the same terms. This may deter potential buyers who prefer to negotiate with fewer parties.

Differences Between Tag-Along Rights and Drag-Along Rights: 

Tag-Along Rights allow minority shareholders to sell their shares alongside majority shareholders, providing an option to participate in the sale. In contrast, Drag-Along Rights compel minority shareholders to sell their shares if the majority shareholder decides to sell, ensuring that the buyer can acquire 100% of the company. While Tag-Along Rights protect the interests of minority shareholders by providing them an opportunity to exit, Drag-Along Rights prioritize facilitating the sale process by preventing holdouts.

Example: 

In 2010, the Brazilian investment firm 3G Capital acquired Burger King. Minority shareholders had Tag-Along Rights, allowing them to sell their shares alongside the majority shareholders, ensuring they received the same price and terms as the majority stakeholders in the sale.

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