shareholders sell at the “same price” and on the “same terms and conditions” must be carefully considered, taking into account the different share classes and their respective values subject to the rights and obligations afforded by each share class. Once the transaction is completed, further considerations is warranted towards whether the new owners may convert their newly purchased shares into a single class. This will not only depend upon the wishes of the new shareholders him/herself, but also upon the impact of what such a conversion (or lack thereof) will have on the equilibrium of control amongst the remaining shareholders (who may not be willing to consent to such a decision). Permitted Transfers There will occasionally be situations where the transfer of shares should not trigger tag-along provisions, such as when the transfer is not a true sale of shares (e.g. transferring to heirs/other family members). These special “permitted transfers” would need to be specifically considered in the shareholders’ agreement and be excluded from the operation of tag-along provisions. However, care must be taken to prevent these “permitted transfers” to be used as a circumvention of minority protections, whereby shares are transferred to a newly formed affiliate which is not bound by agreements between current shareholders, allowing this shareholder to subsequently sell these shares with impunity. A method of avoiding this complication is by requiring that any such affiliate to be subjected to the original tag-along rights. Failure to comply with this arrangement will result in the affiliate losing its “permitted transferee” status and having to transfer its newly acquired shares back to the original shareholder. Compliance with munipical law Care must be taken to ensure that tag-along provisions do not violate municipal law, which varies between jurisdictions. A common obstacle in exercising tag-along rights found in countries like Korea and Japan, where Articles 355 and 204 of their respective Commercial Codes mandate that any transaction of equity has to be approved by the board within 30 days, beyond which point consent is assumed. Another example is found in Brazil, where Article 254-A of Law No.6404 (inserted by Law No. 10303) mandates that the party purchasing a majority stake in a company must not offer the minority holder less than 20% of the price of the offer to the majority holder. In India, the Supreme Court held in the decision of VB Rangaraj v. VB Gopalakrishnan that any restrictions on