A drag-along right (obligation de sortie conjointe) is a contractual provision in a shareholders' agreement that allows majority shareholders to compel minority shareholders to join in the sale of the company to a third party, on the same price and terms. It is the counterpart to the tag-along right and protects the majority's ability to execute a clean 100% sale — a prerequisite for most strategic and financial acquirers who require full control. Without drag-along, a recalcitrant minority could block or significantly complicate a transaction, reducing the company's overall marketability and value.

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Example: a private equity fund holds 65% of a Swiss company and receives an offer to acquire 100% for CHF 40.0 million (CHF 26.0 per share). The three minority shareholders (35% combined) are dragged into the sale on the same terms under the shareholders' agreement drag-along clause. One minority holder objects to the price — but as the drag-along conditions are properly triggered (offer above the agreed threshold), the sale proceeds over their objection.

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Hectelion advises on drag-along and tag-along structuring in shareholders' agreements to ensure clean exit mechanisms while protecting all parties' economic interests.