TRANSFER PROVISIONS REGARDING SHARES UNDER THE LAWS OF ARUBA AND THE NETHERLANDS ANTILLES
Shot Gun, Piggy-Back, Carry-Along or Right of First Refusal
The right of first refusal means that a shareholder may sell all of his shares to a third party, provided he has first offered those shares to the other shareholders (on the same terms and conditions).
Carry-along (or drag-along) means that a minority shareholder is forced to sell his shares if the majority shareholder accepts an offer from a third party to buy all outstanding shares. This may be critical if the third party is only willing to buy if he can acquire all of the shares of the company.
The piggy-back provision will force the purchaser to buy all of the shares of the company, even if he has only dealt with the majority shareholders. This will protect the minority shareholders and ensures a fair price for their shares. Variations are possible, for example, that a shareholder may sell all or part of his shares to a third party, provided that such third party will acquire more than.50% of the outstanding shares.
Shot Gun: both shareholders may offer the other shareholder to either sell his own shares to the other shareholder or buy the other shareholder’s shares. The offer should state a price per share. If the other shareholder refuses, he is obliged to sell his own shares (if the offer was to sell) or purchase the other shares (if the offer was to purchase).
Karel Frielink
Attorney (Lawyer) / Partner
