How to Track a Drag-Along Right After a Sale Notice

How to track a drag-along right is a dated ledger after a drag-along notice lands, not a primer on what drag-along means. For each notice, log who can drag, the vote threshold, the sale terms, the notice window, whether you are being dragged, and what proceeds you are supposed to receive (and whether that is subject to the pref stack). Raziel's ROFR tracking page is secondary transfer ROFR. Raziel's liquidation-preference tracking page is the charter waterfall. This page is the drag notice row. Tag or co-sale is a different clock.

This is not legal, tax, or investment advice. Raziel does not provide it. Copy the vote threshold and any day counts from the signed Voting Agreement. Do not invent a universal trigger or a statutory notice period.

What this ledger is (and is not)

Cooley GO (last reviewed July 1, 2024): a drag-along requires stockholders to vote in favor of a company sale under certain conditions and otherwise cooperate with the sale process. Cooley says the most negotiated piece is the trigger, often as separate prongs. That is Cooley's explainer, not your company's vote.

The National Venture Capital Association (NVCA) June 2026 Model Voting Agreement (fetched from NVCA's model legal documents) puts the optional drag in bracketed Section 3, "[Drag-Along Right." It defines "Sale of the Company" as either (a) a Stock Sale (more than 50% of outstanding voting power acquired from stockholders) or (b) a Deemed Liquidation Event under the Restated Certificate. Your executed PDF controls. Fenwick & West (Venture Financing Overview, Mark Leahy and Isabel da Roza) locates transfer ROFR and co-sale in a separate Right of First Refusal and Co-Sale Agreement. Carta (March 26, 2026): a drag-along is a requirement; a tag-along (also called co-sale) is an option. If a co-sale notice arrived, open a separate tag row.

Columns to log when the notice lands

Open one row per drag-along notice per issuer. Carta: once an approved sale triggers the right, a formal drag-along notice must go to minority shareholders.

• Notice date. Date received (and sent, if different). Sender (Selling Investors, company, counsel). Attach the PDF.

• Who is dragging. Holders named in the notice who are said to meet the threshold. NVCA Section 3.1 labels that group the "Selling Investors."

• Threshold copied from the voting agreement. Paste the trigger from your signed form. Do not paste "a majority of preferred" as this company's threshold.

• Sale structure from the notice. Stock sale, merger, or asset sale, copied from the notice. Carta: a merger, an acquisition of the company's stock, and a sale of substantially all assets typically qualify as a sale.

• Your shares subject to the drag. Class and count the notice says you must vote or sell. NVCA Section 3.1: vote all Shares you own or control if approval is required; in a Stock Sale, sell the same proportion as the Selling Investors, on the same terms (subject to Section 3.2).

• Notice or consent window end. Compute from the agreement's day counts after valid notice, not from a blog default.

• Expected consideration class and escrow pointer. Cash, buyer stock, or a mix, plus any escrow, holdback, or stockholder-representative fund named in the notice.

• Whether you must sign a joinder. Yes or no, and the deadline. NVCA Section 3.1(c) lists purchase, merger, indemnity, release, and "any associated voting, support, or joinder agreement" among documents the Company or Selling Investors may request.

Threshold, window, and proceeds are fill-ins

Do not paste a market default as the vote. The June 2026 NVCA Word file prints this trigger and these clocks:

• Section 3.1 trigger: holders of at least [specify percentage]% of [Common issued or issuable upon conversion of] the then-outstanding Preferred (the "Selling Investors"), optional [and] holders of [a majority] of Common held by Qualified Key Holders voting as a separate class, optional [and] the Board. Approval must be in writing and must specify that Section 3 applies. OpenAgreements' field preview lists a cover field "Specify Percentage" for drag-along and amendment provisions (example 60).

• Section 3 does not print a single drag-notice day count. Section 4.2 irrevocable proxy: if a party fails to vote or act within five business days after Company request, a Proxyholder may vote those Shares and execute documents.

• Section 3.3: if holders elect to allocate Stock Sale consideration differently than the Restated Certificate, written notice to the Company at least [__] days prior to the effective date (bracketed fill-in).

Treat every printed number as a model or negotiated fill-in until you confirm it in your PDF. Carta: failure to provide proper advance notice can give minority shareholders grounds to challenge the sale. NVCA Section 3.2(f): unless waived under the Restated Certificate or required by law, aggregate consideration receivable by Preferred and Common is allocated on the relative liquidation preferences as if the Proposed Sale were a Deemed Liquidation Event. That is a pointer to the pref stack, not a second waterfall.

After the window: close the row

When the window closes, rewrite four cells: whether you were dragged, documents you signed (or that a proxy signed), consideration class used, and the proceeds you are supposed to receive after the pref stack. A workbook holds this if each notice is a row, the threshold is copied not assumed, tag is a pointer, and expected proceeds cite the pref stack. It fails when you invent a majority-of-preferred trigger, reuse a transfer ROFR clock, or merge tag into drag. Raziel's startup investment tracker is the book those sale notices should sit on. Raziel does not interpret your drag-along. Copy the notice. Log the clocks. Record what you are supposed to receive.