Tag Along vs Drag Along | Understanding the differences

— Other — 4 minutes read

When investing in a company or starting one, it's crucial to understand the terms and conditions that can affect your stake. Two such terms are "Tag Along" and "Drag Along" rights. Though they might sound similar, they serve different purposes and have distinct implications for both investors and entrepreneurs. Here’s a simple breakdown to help you navigate these concepts:

Tag Along right

What is it? A Tag Along right protects minority shareholders. If a shareholder decides to sell (part of) their shares, the Tag Along right allows minority shareholders to join the deal and sell their shares under the same terms and conditions.

Benefits for investors: the Tag Along right ensures that minority shareholders are not left behind if a majority shareholder exits the company. It guarantees fairness by ensuring all shareholders get the same price per share in a sale. Additionally, these rights offer liquidity, giving minority shareholders the opportunity to cash out alongside other shareholders.

Benefits for entrepreneurs: for entrepreneurs, Tag Along rights can be a selling point to attract investors, as they provide an additional layer of security. They demonstrate a commitment to fair treatment of all shareholders, which can help in raising capital. However, entrepreneurs must be prepared to manage the implications of these rights during a sale, ensuring they have aligned interests with their investors.

Example: imagine you invested in a startup and now own 5% of it and a major investor owning 60% decides to sell their shares to a larger company. With a Tag Along rights, you can sell your 5% on the same terms, ensuring you benefit from the deal.

Drag Along right

What is it: a Drag Along right enables majority shareholders to compel minority shareholders to join in the sale of the company. If a certain percentage of shareholders agree to a sale, they can "drag" the remaining shareholders to sell their shares under the same terms.

Benefits for investors: Drag Along rights simplify the process of selling the company by ensuring all shares are included in the deal. This makes the company more attractive to potential buyers, knowing they can acquire 100% of the shares without any minority holdouts. It also ensures a unified exit, with all shareholders exiting the investment simultaneously, leading to a cleaner transaction.

Benefits for entrepreneurs: for entrepreneurs, a Drag Along right can streamline the process of selling the company, making it easier to secure a deal. It ensures that minority shareholders cannot block a sale, providing more control over the exit strategy. However, it also means entrepreneurs need to balance the interests of both majority and minority shareholders to avoid conflicts.

Example: suppose you invested in a company, now own 10% of it and a proposition to acquire 100% of the company’s shares was received by the board of directors. You, together with shareholders holding 80% of the shares, are in favour of the proposition. The shareholders representing the remaining 10% of the shares will not be able to block the sale and will be required to sell their 10% at the same terms and conditions, ensuring a smooth and unified sale process.

Key differences

Tag Along rights are initiated by minority shareholders who want to join a sale, providing protection by creating liquidity and ensuring fair treatment. In contrast, Drag Along rights are initiated by majority shareholders who want to compel minority shareholders to participate in a sale, providing an exit opportunity and facilitating a smoother sale process. Tag Along rights ensure minority shareholders are treated fairly and can exit along with the majority, while Drag Along rights ensure the majority can execute a sale without hindrance from minority shareholders.


Understanding Tag Along and Drag Along rights is vital for both investors and entrepreneurs. Tag Along rights safeguard minority shareholders, ensuring they are not forgotten in a sale, and provide entrepreneurs with a tool to attract investors by ensuring fair treatment. Drag Along rights empower majority shareholders to facilitate the sale of the entire company, making it easier to attract buyers and ensuring a unified exit, while also giving entrepreneurs more clarity over the exit process.

By grasping these concepts, investors can make more informed decisions and better protect their interests, while entrepreneurs can better manage their shareholder agreements and exit strategies. Both rights play essential roles in the dynamics of shareholder agreements, providing different layers of protection and control within investment deals