Drag-along Agent
In private equity and venture capital deals, buyers often require 100% of a company’s shares to be sold. The drag-along right makes this possible by allowing a majority of shareholders to require minority shareholders to join the sale. The Drag-Along Agent is the independent party responsible for carrying out this process accurately and efficiently
Our Role
Aether serves as a trusted, independent partner to implement drag-along provisions defined in a company’s articles of association or shareholders’ agreement. We work alongside you to determine the decision-making majority and step in only once valid instructions are received, ensuring a smooth, transparent, and compliant process
Formally notifying all shareholders who are subject to the drag-along provision, detailing the terms of the transaction and the actions required of them.
Making sure all dragged shareholders sign the required sale and purchase agreement and related documents.
In the event a minority shareholder fails to comply with a valid drag notice, we are empowered to exercise the power of attorney granted in the governing documents to execute the transaction documents on their behalf, ensuring the transaction can proceed without delay.
Enforceability and Certainty
The rules around powers of attorney in a company’s articles of association can be complex and differ widely between jurisdictions. Aether FS brings deep expertise to ensure drag-along rights are properly structured and documented from the start. This gives our clients confidence that, when it’s time to sell, the drag-along process will work smoothly and hold up legally — ensuring the buyer receives 100% of the company.
Confidential Consultation
To ensure the certainty and enforceability of your transaction’s exit mechanics, please contact us for a confidential discussion.