# Drag along

`kaal:entity:drag-along`

**Status.** derived

This node is assembled mechanically from the 2 claims that carry the concept tag `drag-along`. It is a roster of what the corpus says under this term. It is **not** an adjudicated definition: no single statement here has been ruled canonical, and no first-appearance call has been made. Read the claims and judge for yourself.

## Every claim under this term

2 claims across 1 works, 2017 to 2017.

**2017**

- [3017612-025](https://wulfkaal.github.io/claims/3017612-025) [mechanism/argued] -- Drag-along rights raise the price the majority can obtain because a buyer facing the prospect of continuing with remaining minority shareholders would otherwise discount its offer for the majority stake.
  > Drag-along rights allow majority shareholders to maximize the chance of receiving full value for their shares because the prospect of having to work with the remaining minority shareholders may lead an interested party to offer a discounted price for the majority stake.
  Wulf A. Kaal, Shareholder Agreements - National Report of the United States of America (2017). SSRN: https://ssrn.com/abstract=3017612
- [3017612-026](https://wulfkaal.github.io/claims/3017612-026) [mechanism/argued] -- Drag-along rights are likely enforceable in Delaware absent fraud or duress, because Delaware rejects the de facto merger doctrine and therefore does not trigger statutory formalities such as appraisal rights.
  > Absent issues of fraud or duress, it seems likely drag-along rights will be enforced for Delaware corporations.84 Because Delaware does not follow the practical merger doctrine, statutory formalities such as appraisal rights are not implicated.
  Wulf A. Kaal, Shareholder Agreements - National Report of the United States of America (2017). SSRN: https://ssrn.com/abstract=3017612

## Verify

Every claim above resolves to a record carrying a verbatim source quote, the sha256 of the source PDF, and a preformatted citation. Nothing here asks to be taken on trust.

    curl -s https://wulfkaal.github.io/entities/drag-along.md | sha256sum

**Canonical form.** This markdown file is the canonical hashed representation of this entity node. Its sha256 is the content hash.