are not public documents registered to the government, but private dealings between parties. As such, they are not binding on all members of the company, only the participants to the shareholder agreement. This doctrine was made clear in Welton v Saffery [1897] AC 299, where Davey LJ held:“such contracts [...] would create personal obligations, or an exceptio personalis against themselves only, and would not become a regulation of the company, or be binding on the transferees of the parties to it, or upon new or non-assenting shareholders” In this sense, despite the nomenclature, tag-along rights are found to be enforceable in and operate in the same way as any other contractual term, but not as a right in the ordinary sense of the word (e.g., right to free speech). Building on the holding from Welton, the House of Lords further held in the landmark case of Russell v Northern Bank Development Corp Ltd [1992] 1 WLR 588 that any agreement that restrains a company’s statutory rights, even when the company itself voluntarily entered into such an agreement, would be held unenforceable. As with other contractual terms, the exact wording of the tag-along right would also be examined by courts to determine its enforceability. In Seidensticker v. Gasparilla Inn, Inc., No. 2555-CC, 2007 WL 1930428, the Delaware Court of Chancery held that tag-along rights are not enforceable if the language of the clause itself does not support such an understanding, regardless of the parties’ intentions in drafting the clause. Usage Numerous factors shape the use of tag-along rights. Types of tag-along rights There are two main types of tag-along provisions. The first (“full” tag-along right) allows the minority shareholder to sell all of their shares in the event of a transaction between the majority shareholder and a third party. The second (“pro-rata” tag-along right) forces the majority holder to reduce the amount of equity it wants to sell and provide the minority an opportunity to also sell their shares on a proportional (pro-rata basis). Full tag-along rights are usually found in firms where there are few investors and each investor has strong rights, as “contractual rights of investors balance each other and a controlling member, if any, has limited maneuvering room for extracting private benefits”, while the pro-rata option is “the appropriate measure” for firms with many investors who possess weak minority rights. Notice periods The period of notice for the