“Drag along” provisions are frequently included in shareholders’ agreements. Whenever an offer for all (or a high proportion) of a company's share capital is accepted by a majority (as determined by the shareholders’...more
Two of the tools investors can use to minimize the risks they take and preserve their holding percentage in a company are the anti-dilution protection and pre-emptive rights. These very important rights are customarily...more
Shareholder agreements often include an obligation that the shareholders must act with “good faith” in their dealings with one another and with the company. However, what does that actually mean? In this insight, we consider...more
Introduction - In its judgment in Re Compound Photonic Group Ltd, the Court of Appeal has given helpful guidance on the scope of good faith obligations in a shareholders’ agreement....more
In Borealis Power Holdings Inc. v. Hunt Strategic Utility Investment, L.L.C., the Delaware Supreme Court reversed the Court of Chancery and held the ROFR in an investor rights agreement was not applicable to an indirect...more