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Drag-along clauses may be written in the statutes with the consent of the majority
- 23/10/2017
A drag-along clause enables a shareholder (usually, a majority shareholder) who wants to sell his own shares, to force other shareholders (usually minority shareholders) to sell theirs. Such clause is useful where the potential buyer is available to invest in a company provided that he obtains the whole control of the company itself.
A drag-along provision is usually written in the statutes with the consent of all shareholders.
Nevertheless, such clause may also give the majority shareholder the right to end the joint investment of all shareholders in the company; in this case, it provides a particular way of liquidation of all shareholders.
In the above mentioned situation, the “Consiglio del Notariato del Triveneto” (the main association of notaries of north-eastern Italy) has stated, in its opinion H.1.19, that such clause may be written in the statutes only if approved by the majority which is required to amend the statutes of the company at issue. Therefore, there is no need to obtain the consent of all shareholders.
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