Tag-Along Rights

Tag-along rights, also referred to as "co-sale rights," are contractual obligations used to protect a minority shareholder, usually in a venture capital deal. If a majority shareholder sells his stake, it gives the minority shareholder the right to join the transaction and sell his minority stake in the company. Tag-alongs effectively oblige the majority shareholder to include the holdings of the minority holder in the negotiations in order to facilitate the possibility that a tag-along right is exercised.

Tag-along rights are pre-negotiated rights that a minority shareholder includes in his initial issuance of a company's stock. These rights allow a minority shareholder to sell his share if a majority shareholder is negotiating a sale for his stake. Tag-along rights are prevalent in startup companies and other private firms with considerable upside potential.

Tag-along rights gives minority shareholders the ability to capitalize on a deal that a larger shareholder - often a financial institution with considerable pull - is able to put together. Large shareholders, like venture capital firms, often have a greater ability to source buyers and negotiate payment terms. Tag-along rights, therefore, provide minority shareholders with greater liquidity. This is because private equity shares are incredibly hard to sell, and majority shareholders are often able to facilitate purchases and sales on the secondary market.

Co-founders, angel investors and venture capital firms alike often rely on tag-along rights. Let's say, for example, that three co-founders launch a tech company. The business is going well and the co-founders believe that they've proved the concept enough to scale, and seek outside investments in the form of a seed round. A private equity angel investor sees the value of the company and offers to purchase 60 percent of it, requiring a large amount of equity to compensate for the risk of investing in the small company. The co-founders accept the investment, making the angel investor the largest shareholder.

The investor is tech-focused, and he has significant relationships with some of the larger, public technology companies. The startup co-founders know this and therefore negotiate tag-along rights in their investment agreement. The business grows consistently over the next three years, and the angel investor, happy with his investment return on paper, looks for a buyer of his equity among the major tech companies.

The investor finds a buyer who wants to purchase the entire 60 percent stake for $30 a share. The tag-along rights negotiated by the three co-founders gives them the ability to include their equity shares in the sale. The three co-founders, using their rights, effectively sell their shares for $30 each.