Latest / The Acquisition Talk with Fexingo: Mergers, Buyouts, and Business Sales for Operators
How the Drag-Along Trap Squeezes Minority Sellers
In this episode of The Acquisition Talk, Lucas and Luna unpack the drag-along clause — a standard M&A provision that can force minority shareholders to sell on terms they never agreed to. Using the case of a real estate SaaS company acquired by a larger platform, they walk through how a 12-founder cap table became a pressure cooker when the lead investor invoked drag-along rights to push through a sale at 6 times revenue while dissenters wanted 10 times. They explain the structural asymmetry, the 'same price, same terms' loophole, and why pre-negotiated minimum price floors and…
The skinny
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