In this episode, we examine a key instrument in M&A transactions: the drag-along clause.

This mechanism is designed to facilitate exit strategies, but it raises practical issues when a minority shareholder does not wish to participate in the sale.

Enrico Candotti and Nicola Petito analyse its structure, limitations on its application and legal remedies, ranging from actions under Article 2932 of the Italian Civil Code to the main best practices for drafting such clauses.

Watch the episode!