Jacksonville Startup Attorneys & Lawyers

What Is a Drag Along Right?

A drag along right, drag along provision, or bring along right, is a right that gives majority investors the ability to sell a company to a third-party without consent from minority shareholders. This helps protect the majority and eliminate the minority. However, minority shareholders still receive an equal sales price, terms, and conditions as the majority. In a sale, the drag along agrees to sell the entirety of the stock they own. In a structured merger, the minority shareholder agrees to vote in favor of the merger.

Drag along rights are often written in a term sheet, which outlines the terms by which a venture capitalist or investor makes an investment in a company. In addition to investors, a drag along right can also be included in an option agreement so that the option holder has to go along with the drag along. In

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Preferred Equity: What is it?

Preferred equity is a general term used to describe any class of securities (stock, limited liability units, limited partnership interests) that has higher priority for distributions of a company’s cash flow or profits than common equity. Typically, all cash flow/profits remaining after required payments to a company's lenders are distributed to the preferred equity investors until they receive the full amount of a previously agreed upon return, commonly stated as a fixed percentage annual rate.

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In financial terms, pro-rata rights allow an investor to maintain their portion of ownership in a company when the company takes on new investors.

Company Valuation and Pro-Rata Rights

It is important to understand the role that the valuation of your business has on pro-rata rights for other investors. This is important because the angel or venture capital investor dilutes the shares of other owners. Other owners in early-stage businesses are typically the owner (or owners) and friends and family members. Initially your company may look like this:

• Owners/Founders - 50 percent equity each
• Friend and family investors – each owner/founder surrenders 5 percent and 10 percent is given to friends and family (founders/co-owners now have 45 percent each)

At this point, you will typically have registered your company with stock to ensure you can actually issue stock to family or friends who invest in the company. As p

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Phantom Stock: What Is It?

Phantom stock is an employee benefit where selected employees receive benefits of stock ownership without the company giving them actual stock. It is worth money just like real stock, and its value rises and falls with the company's actual stock (or what the company is valued at, if it's not a publicly traded company). Employees are paid out profits at the end of a pre-determined length of time.

Also known as shadow stock, simulated stock, or phantom shares, phantom stock is provided as a bonus for hard work and longevity. One form of phantom stock is Stock Appreciation Rights.

There isn't one exact definition of what phantom stock is or how companies use it. The term can apply to any reward that takes time to mature. Usually, the award is for a specific number of units, or phantom shares, that follow the price of the company's actual shares — going up as the

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Non-qualified stock options give you an alternative way of compensating employees. They also give employees a sense of ownership that builds loyalty and encourages them to work harder.

Non-Qualified Stock Options: What Are They?

A non-qualified stock option gives employees the right to purchase company stock at a predetermined price. There are several key elements to a stock option.

• Grant date: The date when the employee receives the option to buy the stock.

• Exercise price: The pri

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