Si este accionista decide vender, los demás pueden subirse al carro de la oferta (other shareholders can embark on the shareholders` offer) y aprovecharse de sus condiciones para vender también su parte. In the event that a shareholder holding more than half of the total issued and pending share capital receives from a third party a firm offer to purchase shares representing one hundred (100) per cent of the share capital, that shareholder is entitled to require the other shareholders to sell all his shares of the company compulsorily, under the same conditions and at the same price, at which all shares are sold to the third party. Para que surtan efecto deben estar incluidas en un acuerdo o pacto de socios (shareholders` agreement) o en los propios estatutos sociales (article of the statutes). They are usually intended to protect minority shareholders, as they allow them to get on the train of the offer received by a third party for their shares. This is the reason why they usually lead to accompanying or joint-out clauses. These are clauses that apply to the majority shareholder (majority shareholder) when he decides to sell all or a majority of his shares to a third party. Today, we are going to look at a related issue, which also concerns the rights of partners to sell shares to third parties. Minorities “stick” to the majority, because it is exactly this phrasal verb (tag-along = stick to someone like a lapa or follow him everywhere). You can see the full entry here: Preemption right. In these clauses or social pacts, there are two modalities that we will see below: the tag along and drag-along clauses. The Drag-Along clause (which we could translate into a drag clause) and drag-along rights work in the same way as the previous one, but the other way around. Instead of being a minority right, they are an obligation for them, as they allow the majority partner to drag minorities with them and force them to accept a third party`s offer to purchase.
These agreements are quite common in joint ventures and private equity contracts. Common short expressions: 1-400, 401-800, 801-1200, Plus These clauses are known in legal jargon as piggyback or piggyback rights clauses. The tag along rights also function as an additional protection for minorities if the majority decides not to exercise their drag along rights. Here is an example of such clauses: it is therefore not necessary for them to be regulated by law or for them to be granted a special status. Its application in Spain is absolutely valid. In general, we could define these clauses as the provisions of a contract (or articles of association) that allow one party to mimic the actions of another. . . .