{"id":5380,"date":"2021-06-16T09:00:00","date_gmt":"2021-06-16T06:00:00","guid":{"rendered":"https:\/\/www.efeshukuk.com\/?p=5380"},"modified":"2021-11-26T21:22:59","modified_gmt":"2021-11-26T18:22:59","slug":"tag-along-nedir","status":"publish","type":"post","link":"https:\/\/efeshukuk.com\/en\/tag-along-nedir\/","title":{"rendered":"What is Tag Along?"},"content":{"rendered":"
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What is Tag Along?<\/span><\/figcaption><\/figure><\/div>\n\n\n\n

What is Tag Along? | Izmir Start-up Lawyer<\/strong><\/p>\n\n\n\n

What is Tag Along?<\/h2>\n\n\n\n
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“Birlikte Satma Hakk\u0131”<\/em><\/p>\n<\/div><\/div>\n\n\n\n

The Tag Along right, not regulated by legal legislation, is in practice governed by an agreement signed between company shareholders. For company shareholders to benefit from their Tag Along rights, the framework of this right must be agreed upon beforehand within the scope of a shareholder agreement (SHA). Unlike the company's articles of association, shareholder agreements (SHAs) are not public documents but private agreements between the parties. Therefore, they are not binding on all members of the company, but only on the individuals participating in the shareholder agreement.<\/p>\n\n\n\n

Tag Along haklar\u0131n\u0131 kullanman\u0131n en temel avantajlar\u0131ndan biri, \u015firketin sat\u0131lmas\u0131 durumunda bu d\u00fczenlemenin az\u0131nl\u0131k hissedarlar\u0131na (bazen hisse sahibi olan \u00e7al\u0131\u015fanlar da dahil olmak \u00fczere) bir tak\u0131m finansal ve yasal koruma sa\u011flamas\u0131d\u0131r. Bir sat\u0131\u015f teklif edildi\u011finde, az\u0131nl\u0131k hissedarlar\u0131 genellikle yeterli pazarl\u0131k g\u00fcc\u00fcne ve yasal bilgiye sahip de\u011fildir. Tag Along d\u00fczenlemesi ile az\u0131nl\u0131k hissedarlar\u0131 \u00e7o\u011funluk hissedarlar\u0131na teklif edilen ko\u015fullarda hisselerinin sat\u0131\u015f\u0131n\u0131 ger\u00e7ekle\u015ftirebilme imk\u00e2n\u0131 elde edebilirler. Bu sebeple d\u00fczenlenecek bir Tag Along maddesi, az\u0131nl\u0131k hissedarlar\u0131n \u015firket paylar\u0131n\u0131 nakde \u00e7evirebilme imkanlar\u0131n\u0131n artmas\u0131n\u0131 sa\u011flayacakt\u0131r. \u00c7\u00fcnk\u00fc Tag Along ile az\u0131nl\u0131k hissedarlara \u00e7o\u011funluk taraf\u0131ndan yap\u0131lan herhangi bir anla\u015fmaya kat\u0131lma ve bir bak\u0131ma “geride kalmalar\u0131n\u0131 engelleme\u201d f\u0131rsat\u0131 verilecektir.<\/p>\n\n\n\n

Another reason for Tag Along arrangements is that, in practice, when a shareholder who owns a majority of a company's shares sells their stake, the sale of the shares at a price higher than their actual value, also known as a "control premium," arises because the majority shareholder has a higher stake and more decision-making power.<\/p>\n\n\n\n

Tag Along arrangements, in summary, allow minority shareholders to participate in high-priced sales processes and sell at the same higher price as in any sale between majority shareholders and a third party.<\/p>\n\n\n\n

Tag Along<\/strong> It is a right, not an obligation.<\/strong> Therefore, under a tag-along arrangement, a minority shareholder is free to choose whether or not to exercise this right, unless there is a provision to the contrary.<\/p>\n\n\n\n

Tag Along arrangements are primarily used to ensure that the interests of minority shareholders are also considered during a company sale. However, Tag Along rights can sometimes complicate the completion of a sale. In some companies where Tag Along arrangements exist, they can act as a deterrent to potential investments. Naturally, some investors would not choose to invest in a company that imposes obligations unsuitable for them.<\/p>\n\n\n\n

What is the difference between tagging rights and dragging rights?<\/h2>\n\n\n\n

Drag-along rights are essentially the opposite of tag-along rights. While tag-along rights give minority shareholders negotiating rights in a sale, drag-along rights compel minority shareholders to accept any agreement negotiated by the majority shareholders.<\/p>\n\n\n\n

For legal advice on this matter, please contact our expert team. Contact <\/a><\/span>page.<\/p>\n\n\n\n

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