What is a tag-along right under Dutch law?

Dutch term: Tag-along regeling | Legal basis: Contractual (shareholders agreement)

A tag-along right is a contractual provision in a shareholders agreement that allows a minority shareholder to join a sale initiated by a majority shareholder, selling its shares to the same buyer on the same terms. The purpose is to protect the minority from being left in a company with a new, unchosen majority shareholder.

Like drag-along, the tag-along right is not statutory under Dutch law and must be agreed in the shareholders agreement. The clause specifies the triggering event (proposed sale of a controlling interest), the right to participate, and the mechanics (notice, pro-rata allocation, closing coordination). If the buyer is unwilling to purchase the minority's shares, the majority shareholder typically cannot complete the sale.

Why it matters for international businesses

For minority investors in Dutch B.V.'s, a tag-along right is the primary contractual protection against being stranded in an unwanted ownership structure.