How the Drag-Along Trap Forces M&A Minority Holders to Sell

The Acquisition Talk with Fexingo: Mergers, Buyouts, and Business Sales for Operators · Jul 9, 2026 · 8m · transcript

Episode 103 of The Acquisition Talk digs into the drag-along right—a clause that lets a majority shareholder force minority holders to sell their shares on the same terms. Lucas breaks down a real-world case from a $450 million med-tech deal where a 12 percent minority holder was compelled to sell at a price they considered too low. Luna raises the fairness question: when does a drag-along protect the deal vs. abuse minority interests? The episode explains the mechanics, the standard 'tag-along' counterpart, and specific negotiating tactics—like minimum price thresholds, majority…