Reserved questions generally work at the board level, where the lead investor would get a seat on a board of directors during a round of financing. It is by default that board meetings are considered quorum only with the presence of the director appointed by the investor, and that the decision on the „reserved question“ would only be made if the director appointed by the investor responds in the affirmative to that decision. For some key decisions, including those that require a „yes“ vote by shareholders as a condition of applicable law, reserve issues also work at the shareholder level. In this case, it is customary for the decision of the shareholders of the „reserved material“ to require the agreement of a certain percentage of the holders of preferred shares. „Tag-along“: it is important to include this clause to counterbalance the drag-along right for the benefit of minority shareholders. It is expected that if one of the shareholders receives an offer from a third party in good faith, he transfers all or part of his shares in the creation, the rest of the shareholders (including the fund) have the right to transfer it to the same third party against the price offered by the third party to the ceding shareholder. To avoid a reduction in the fund`s share, there are two ways to regulate its protection in a shareholder pact. The first and most common route is to include a clause that regulates a preferential right for the acquisition of new shares, granted to shareholders who, at the time of the creation of the new shares, are part of the start-up`s share capital at the time of the creation of the new shares through a capital increase in future investment rounds. In this context, the shareholders` pact governs the procedure to be followed by each shareholder in order to exercise his preferential right to work and avoid a reduction of his share in the social capital of the start-up.
A right-hand walkout is usually offered to a majority of shareholders (or to such a number of shareholders who can exercise control over the management and affairs of the start-up). It is usually triggered by the sale of the business, which is usually described as a sale of 50% or more of the company`s assets or shares. The tear on the right gives controlling shareholders the power to force the sale of minority shareholders` shares next to their own. Investors and founders should discuss the appropriate triggers for legal action and ensure that only meaningful transfers trigger a dissolution of justice. The holder of a preferred share is generally allowed to participate in the proceeds of a liquidity event in proportion to his or her interest in the company. This right crystallizes only after the preferred shareholder has obtained his liquidation preference described above.