Piggy back rights meaning

In UK and Irish corporate practice, piggy back rights commonly mean tag‑along (co‑sale) rights: a minority‑protection mechanism allowing non‑selling shareholders to participate pro rata in a sale by a majority or controlling shareholder, so they can exit on the same price and terms as the seller. This is a descriptive, non‑statutory term. Its scope is defined by contract (typically a shareholders’ agreement and/or the company’s articles). Core features usually include: the trigger (for example, a third‑party share sale above a set threshold or a change of control), equal terms and price, notice and election periods, pro rata allocation where demand exceeds the buyer’s appetite, and limitations on the minority’s warranties (often several‑only, capped to sale proceeds). It is frequently negotiated alongside drag‑along rights. Use and effect are broadly consistent across England & Wales, Scotland, Northern Ireland and Ireland. If set out in the articles, the rights bind all members; if only in a shareholders’ agreement, they bind the contracting parties. Primarily used in private companies and venture capital/PE deals. Not to be confused with US “piggyback registration rights” in securities offerings.