Right to enforce a sale (drag-along)

The drag-along permits a shareholder (an entitled, usually a majority shareholder) to require the other shareholder (liable person, usually a minority shareholder) to transfer their shares altogether with the transfer of a share(s) of the entitled person to the third person (candidate, acquirer). The person liable undertakes that they will transfer their share(s) to the third person under corresponding conditions altogether with the transfer of the entitled person’s share(s). Such a right gives the seller the option to make the sale more attractive because the buyer acquires a more interesting ownership share in the company.