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Drag-along right (DAR) is a concept in corporate law, often encountered in the context of venture capital and private equity.. Under the concept, if the majority shareholder(s) of an entity sells their stake, the prospective owner(s) have the right to force the remaining minority shareholders to join the deal.
Because tag-along rights are rights and not obligations, minority shareholders may or may not choose to exercise them. This allows minority shareholders to have a choice in the event of a majority of the equity changing hands. They can elect to either remain an owner of the company or invoke the tag-along rights and participate in the sale.
This decision must be taken at a meeting in this regard (4) and provide a reasonable cash compensation for minority shareholders (5). Decision The decision to enforce a squeeze out must be made by holding a vote at the general meeting; as the major party already commands the vast majority of all votes, this usually is a mere formality.
A "drag-along" will be observed where a majority shareholder will oblige minority shareholders to sell their shares at the same time to a third party; the latter are dragged in to the sale of shares of the former. [2] For example, say Abe owns 55% of Widgets Inc., and wants to sell his shares to Bill for $55. Chuck owns 2 shares of Widgets Inc.
Shareholder oppression occurs when the majority shareholders in a corporation take action that unfairly prejudices the minority. It most commonly occurs in non-publicly traded companies, because the lack of a public market for shares leaves minority shareholders particularly vulnerable, since minority shareholders cannot escape mistreatment by selling their stock and exiting the corporation. [1]
Elliott joined other funds in opposing the deal, including Germany's second-largest fund manager, Deka Investments. After several years of legal and shareholder battles, P&G raised its offer for Wella AG for all preferred shareholders. [16] According to the Börsen-Zeitung, Elliott said its goal was to "protect the rights of minority shareholders."
The Companies Act 2006 in the United Kingdom gives minority shareholders certain rights. Minority shareholder protections in United States corporate law may amount to a blocking minority. Voting in the Council of the European Union uses 'qualified majority voting', which means that a significant minority of countries and populations may block a ...
Citron v Fairchild Camera & Instrument Corp., 569 A.2d 53, 70 (Del. 1989) non-controlling shareholders do not owe duties to minority shareholders and may vote their shares for personal gain without concern; In re Cysive, Inc. Shareholders Litigation 836 A.2d 531 (Del. 2003) Nelson Carbonell owned 35% of Cysive, Inc., a publicly traded company ...