Drag-Along, Tag-Along, and Other Transfer Restrictions in M&A: Negotiating and Drafting Strategies, Avoiding Pitfalls
Course Details
- smart_display Format
Live Online with Live Q&A
- signal_cellular_alt Difficulty Level
Intermediate
- work Practice Area
Commercial Law
- event Date
Wednesday, December 3, 2025
- schedule Time
1:00 p.m. ET./10:00 a.m. PT
- timer Program Length
90 minutes
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This 90-minute webinar is eligible in most states for 1.5 CLE credits.
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This CLE webinar will discuss the importance of well drafted transfer restrictions in M&A agreements including tag-along, drag-along, rights of first offer (ROFO), and rights of first refusal (ROFR) provisions. The panel will address best practices when negotiating and drafting these provisions and highlight potential pitfalls to avoid.
Mr. Giles helps equity investors and business owners buy and sell operating businesses. Many of his transactions involve the purchase of private companies by private equity firms. He also represents sellers in such deals, which typically range in value from $25 million to $500 million. For all his clients, Mr. Giles finds the right structure for the transaction, negotiates the terms and offers guidance on corporate governance and general corporate matters. He has successfully closed a large number of middle-market M&A deals, using structures that include stock purchases, asset sales, taxable and tax-free mergers and leveraged recapitalizations.
A strategic investor will often combine forces with one or more private equity or other investment funds to facilitate an acquisition. The resulting LLC or LP agreement will likely include restrictions on the right of an equity owner to transfer their equity, including tag-along and drag-along rights and ROFO or ROFR rights.
Tag-along, drag-along, ROFO, and ROFR provisions are complicated provisions that raise several substantive and procedural issues for the parties to joint acquisition arrangements. In negotiating and drafting these provisions, investment partners and their counsel must consider how these provisions impact future transactions by individual owners or by the entity itself.
Listen as our authoritative panel discusses joint acquisition agreements, with particular focus on the nuances of tag-along, drag-along, ROFO, ROFR, and other transfer restrictions.
I. Transfer provisions typically found in joint acquisition agreements
A. Tag-along rights
B. Drag-along rights
C. Right of first offer
D. Right of first refusal
II. Key issues and considerations when negotiating and drafting transfer restrictions
III. Drafting strategies for allowing flexibility, shaping exit strategies, and avoiding pitfalls
The panel will address these and other essential questions:
- How do tag-along and drag-along rights impact the ability of investors to exit an entity after an acquisition is closed?
- What are the pros and cons of ROFOs and ROFRs concerning future transfers of equity?
- How can the form of consideration—cash as opposed to non-cash—be addressed in the agreement when considering future transactions by the investors?
