Abstract
The paper analyses the rights of members of closed companies originating from common law - drag along and tag along rights. Since they represent effective instrument of prevention of second agency problem of corporate governance, relating to the conflict of interest between majority and minority shareholder, as well as for resolving conflicts between members that may occur in case of the sale of a company's share, these rights were introduced in civil law countries as well. In recent years, drag along and tag along rights have become more significant in domestic practice, since they are often contracted between members of domestic companies. For this reason, it is important to understand the purpose of these rights and the interests that are protected by them. Therefore, the aim of this paper is to explain the concept and purpose of drag along and tag along rights.
Publisher
Institute of Comparative Law
Reference27 articles.
1. Agstner, P19. Shareholder Conflicts in Close Corporations Between Theory and Practice: Evidence from Italian Private Limited Liability Companies. European Business Organization Law Review, 21(3), pp. 505-543.;
2. Armour, J., Hansmann, H. & Kraakman, R. 2017. Agency Problems and Legal Strategies. In: Kraakman, R. et al. (eds.), The Anatomy of Corporate Law. A Comparative and Functional Approach. 3 rd ed. Oxford: Oxford University Press.;
3. Bienz, C. & Walz, U. 2010. Venture Capital Exit Rights. Journal of Economics & Management Strategy, 19(4), pp. 1071-1114.;
4. Blair, M. M. & Stout, L. A. 2001. Trust, Trustworthiness, and the Behavioral Foundations of Corporate Law. University of Pennsylvania Law Review, 149, pp. 1735-1810.;
5. Cools, S. 2019. The Validity and Enforceability of Tag Along and Drag Along Clauses: A Comparative Analysis, pp. 1-14. Dostupno na: https://papers.ssrn.com/ sol3/papers.cfm?abstract_id=3334843 (19. 7. 2021).;