At present, capital has no borders, countries struggle to attract the greatest amount of capital and companies are managed in an increasingly professional way. In this scenario, it is important to analyze the rights derived from tang along and drag along, typical institutions of common law but which are currently applied anywhere in the world.
Let's imagine that there is a company whose company name is Inversiones Perú SAC, it has 10 shareholders, of which 9 have 70% of the shares and the majority shareholder has 30% of them, this company is attractive to foreign investors because of According to the Economic Added Value (EVA) analysis, the company will have a high profitability. Through tang along and drag along, the shares of said company are sold in their entirety.
Before the proposed purchase (supposedly at a good price) of Inversiones Perú SAC shares, by tag along, all shareholders are obliged to sell their shares at the same price and by drag along, the majority shareholder has the right to force or compel minority shareholders to sell their shares.
What elements must we take into account so that the aforementioned clauses can be established or fulfilled? First of all, we must remember that the corporate contract (with which the legal entity is constituted) can be bilateral or multilateral and has as its main elements the social pact to identify the shareholders and the statute in which the rights or preferences they have are established. shareholders 1. So a first alternative for drag and tag along has been agreed in the statute.
A second alternative is that the investor interested in Inversiones Perú SAC, launches a Public Offering of Shares (OPA), for all the shares at a good price for each share. If all the shareholders agree to sell, we are facing a friendly takeover bid, if they disagree, we are facing a hostile takeover bid, in this case the investor could not buy all the shares of Inversiones Perú SAC or could buy the shares of the shareholders that they want to sell and then aspire to buy the shares of opposing shareholders.
Drag and tag along tends to occur in our country with some frequency as large business groups buy companies, as is the case of the interbak group that has bought the Incafarma or burguer king pharmacy chain (to name a few) in which the offer The purchase is made for all the shares because the new owner is not interested in sharing rights with the original shareholders of the company.
Do not confuse drag and tag along with the merger by absorption, in this, the absorbing company acquires all the assets and liabilities of a certain company and the shareholders of this company maintain rights in the absorbing company.
1. Art. 54.6 of the General Law of Companies.
