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?? Understanding the drag-along clause in shareholders' agreements! ?? A drag-along clause is a powerful tool to ensure the smooth sale of a company. Swipe through our carousel to learn how it works, important considerations, and our expert advice at dups to protect your interests. ?? ?? Remember: Clearly defined conditions, fair pricing, and proper notification procedures are key to a balanced agreement. Let’s make sure your rights are protected in every sale! #shareholdersagreement #dragalongclause #companysale #minorityshareholders #majorityshareholders #corporatelaw #dupsadvisory

A properly drafted shareholders agreement is crucial in protecting the interests of both majority and minority shareholders, especially in preparation for a future exit from the company. This can appear as a drag-along or tag-along provision. In the event of a sale, a drag-along clause allows a majority shareholder to force minority shareholders to sell their shares on the same terms. It's purpose is to encourage a more favourable sale, as a buyer will be more likely to proceed if they acquire 100% of the share capital, without a potentially uncooperative minority shareholder group. Per contra, a tag-along clause allows minority shareholders to force a majority shareholder who is selling their shares, to procure an offer to sell their shares on the same terms. This gives minority shareholders an exit option, ensuring they are not left behind or forced to sell potentially devalued shares at a later date.

Norway's sovereign wealth fund plans to join other like-minded institutional investors and cast a protest vote against the reappointment of an Exxon Mobil board member, citing the importance of protecting shareholder rights. The $1.65 trillion fund was the sixth largest holder of Exxon shares as of Mar. 31, with a stake of 1.23%, and is the biggest investor so far to align itself with institutions that have accused the oil giant of "bullying" two small climate-focused shareholders. Learn more >> https://bit.ly/3X4e0x3 #ExxonMobil #corporatestrategy #climaterisk #esg #activistinvestors #energytransition

The article delves into drag-along and tag-along rights, vital for smooth business exits, offering insight into shareholder protection. An informative read!

A federal judge has tossed ExxonMobil’s #lawsuit against activist #ESG #shareholder Arjuna Capital. #US District Court Judge Mark Pittman concluded that ExxonMobil’s claim is moot and dismissed the lawsuit without prejudice, as Arjuna Capital had withdrawn its contentious proposal. ExxonMobil filed the lawsuit against Arjuna Capital alongside a second #activist investor Follow This | Shareholders change the world in January after the two investors submitted a proposal calling for an acceleration in ExxonMobil’s #emissions reduction plans. #climatechange #investors #shareholderrights #proxyvoting

Kim Kwang-il, vice chair of MBK Partners, which seeks to acquire control of Korea Zinc, says the zinc smelter’s value could rise to $20.6 billion in 4 years if properly managed. ? Korea Zinc Company, Ltd (????) MBK Partners #YoungPoong Young Poong Precision Corporation #proxywar Bain Capital #ChoiYunbirm #MichaelByungJuKim #cumulativevotingsystem KOREA NATIONAL PENSION SERVICE #NPS #KoreaCorporateInvestmentHoldings ?? Hyundai Motor Company (?????) #KimKwangil #EBITDA Kim & Chang ? https://lnkd.in/gsAFdt9F

Exxon's Lawsuit Against Activist Investor Dismissed, Raising Concerns Over Shareholder Rights In a development that has reignited concerns over corporate efforts to stifle shareholder activism, a U.S. judge has dismissed a lawsuit filed by Exxon Mobil against the activist group Arjuna Capital. The lawsuit, which had raised alarm among activists and public pension investors, was dismissed after Arjuna agreed not to pursue future proxy filings at Exxon's annual meetings regarding the company's greenhouse gas emissions. The Lawsuit and its Implications Exxon Mobil, the largest U.S. oil company, had filed the lawsuit against Arjuna Capital and Follow This, a Netherlands-based environmental group, in January 2024. The move came after the two groups proposed a stockholder vote for Exxon to set new targets for reducing some of its greenhouse gas emissions. Read moreIn a development that has reignited concerns over corporate efforts to stifle shareholder activism, a U.S.

#Congratulations to our client ?ALVARIS, one of the largest industrial waste management companies in Lithuania, whose bonds have been admitted to trading on the Nasdaq Baltic First North market by Nasdaq Vilnius. ? ?alvaris has successfully raised EUR 5 million through a public bond offering to investors in Lithuania, Latvia, and Estonia. Each bond has a nominal value of EUR 1,000, offers an annual coupon rate of 9.5%, and matures in two years. The bonds issued by ?alvaris attracted 647 investors and resulted in an oversubscription amounting to EUR 15 million worth of bonds. The public bond issue was arranged by ?iauli? Bankas, while TGS Baltic lawyers Dalia Augaite and Gabija ?idlauskait? advised the client on all legal matters. ?? Read more: https://lnkd.in/dzVvb_3b #DealAlert #CapitalMarkets

DID YOU KNOW? A dividend paid to a resident company by another resident company is exempt from tax where the receiving company controls either directly or indirectly, at least 25% of voting power of the company which paid the dividend? However, the above does not apply to 1. Dividend paid to a company by virtue of its redeemable shares own in the company that paid the dividend. 2. Dividend paid as a result of recharacterisation under the arm’s length standard. 3. Petroleum and Mineral operations. For Reference and Further Reading: Section 59 of Act 896

The Vedanta delisting failure serves as a classic case study on what can go wrong in the delisting process, notably due to two critical issues: insufficient shareholder tendering following the counter-offer and an unrealistically high discovered price. In our latest article for The Indian Review of Corporate and Commercial Laws, Ishita Khosla and I analyze SEBI’s recent amendments aimed at streamlining and improving the delisting process. These regulatory changes reflect SEBI’s proactive approach to address recurring issues and enhance transparency for all stakeholders involved. We look forward to your thoughts and feedback. The link is here: https://lnkd.in/dts2JQCP