tagalongklausuler

Tagalongklausuler are contractual rights within shareholder agreements that give minority shareholders the opportunity to participate in a sale of shares by a controlling or majority holder. The right ensures they can dispose of their shares on the same terms and price as the selling shareholder, helping to protect minority interests in many private companies, including venture-backed, private equity, and family-owned firms.

Mechanically, when a seller contemplates a sale to a third party, a tagalong right obliges or permits the minority to join the transaction. The minority's shares are sold on a pro rata basis, at the same price per share and on the same conditions as those offered to the majority. The option is typically exercised through formal notice within a defined period and may be subject to thresholds, caps, or minimum sale sizes.

Tagalong rights are often discussed alongside drag-along rights. Drag-along clauses compel minority shareholders to join a sale on agreed terms if a specified majority agrees to sell. Some agreements include both rights to address liquidity while preserving minority protection.

Practical considerations include thresholds for triggering the right, the method of calculation for pro rata shares, notice mechanics, and alignment with governing law. The presence of tagalong clauses can affect the attractiveness of a deal to potential buyers and may influence negotiation dynamics.

See also drag-along clause, pre-emptive rights, rights of first refusal.