What is 随售权（跟随权）?
允许少数股东或共同投资者在多数股东出售其股权时，以相同条件同等比例出售自身份额的合同权利，保护少数持有人在整体资产出售时不被排除在交易之外，是迪拜合资协议中保护少数投资方权益的核心条款。
Description
Tag-along rights (also called co-sale rights) protect minority investors by ensuring that when a majority stakeholder sells their position, minority holders can "tag along" and sell their shares on identical terms. This prevents a scenario where the majority owner exits at a premium while leaving smaller investors locked in.
Suppose Investor A holds 60% of a Dubai property SPV and receives an offer to sell. If the operating agreement includes tag-along provisions, Investor B (holding 40%) can elect to include their shares in the deal at the same price per share. The buyer must either purchase the entire entity or withdraw.
In direct ownership structures, tag-along rights are critical. Without them, a lead investor could negotiate a favorable exit while minority fractional owners remain stuck in an illiquid position. These rights are standard in private equity real estate funds and increasingly common in tokenized or fractional platforms.
Protects minority investors from being left behind
Ensures equal treatment across all ownership tiers
Common in SPV-based Dubai property investments
Oliva 如何运用
Oliva's direct ownership structures include tag-along protections by default, ensuring that all co-investors in a property can participate in any exit event on equal terms.
How to interpret
Tag-along rights are a fundamental investor protection in any co-ownership structure. They prevent the classic minority investor problem where a controlling party extracts value for themselves while leaving smaller stakeholders with a less desirable position or no exit at all.
When reviewing any co-investment or direct ownership agreement, confirm that tag-along rights are explicitly included. Also check the mechanics: the notice period required to exercise the right, the minimum stake that triggers the provision, and whether the tag-along applies to partial sales or only full exits.
迪拜市场背景
Tag-along provisions are standard in UAE DIFC and ADGM-registered fund documents. The Dubai International Financial Centre's limited partnership framework explicitly allows for co-sale rights. In Dubai's growing fractional real estate market, these clauses protect retail investors from asymmetric exits.
In the Dubai property market, this is particularly relevant for transactions registered with the Dubai Land Department and governed under RERA regulations.
Frequently asked questions
A contractual right that allows minority shareholders or co-investors to join a majority owner's sale and sell their stake on the same terms and price.
Tag-along rights (also called co-sale rights) protect minority investors by ensuring that when a majority stakeholder sells their position, minority holders can "tag along" and sell their shares on identical terms. This prevents a scenario where the majority owner exits at a premium while leaving smaller investors locked in.
Tag-along rights are a fundamental investor protection in any co-ownership structure. They prevent the classic minority investor problem where a controlling party extracts value for themselves while leaving smaller stakeholders with a less desirable position or no exit at all.
Tag-along provisions are standard in UAE DIFC and ADGM-registered fund documents. The Dubai International Financial Centre's limited partnership framework explicitly allows for co-sale rights.
Oliva's direct ownership structures include tag-along protections by default, ensuring that all co-investors in a property can participate in any exit event on equal terms.
These rights are standard in private equity real estate funds and increasingly common in tokenized or fractional platforms. Protects minority investors from being left behind Ensures equal treatment across all ownership tiers Common in SPV-based Dubai property investments
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This content is for educational purposes only and does not constitute investment, financial, legal, or tax advice. Yields, returns, and market data referenced are historical or estimated and are not guaranteed. Capital is at risk. Seek independent professional advice before making investment decisions. Oliva is a licensed Dubai real estate advisor (DLD Broker Card: 92025, RERA BRN: 1573501). Read our Key Risks Disclosure and Disclaimer.