To introduce the drag along clause in the statute in Italy it is necessary have the majority

The Triveneto Notariate Council with Pronunciation no. H. 1.19 last September, in accordance with the decision of the Tribunale di Milano, Sez. VIII, dated 22.12.2014, has declared that it is possible to introduce the "drag along" clause by the majority in the articles of association as a majority shareholder's right to break up the company in advance.

The drag along clause - an atypical clause - provides for the right of the majority shareholder to sell to third parties not only its own shares but also the entire share capital including minority interests, to “drag” the holdings of the other shareholders in the plan to sell their shares in order to increase the share package value.

The clause therefore has a twofold advantage: on the one hand, it allows the buyer to buy the entire share capital of a company without the fear of finding it in the social structure disadvantaged subject, and on the other hand, it has a considerable economic advantage for the minority shareholder because of the value of its shares is considered equal to  those of the majority shareholder.

Since the clause implies the obligation of the minority shareholder to divest the entire shareholding, this can be legitimately introduced into the memorandum of articles with the consent of the same majority that the law requires for statutory changes.

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