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Drag-Along, Tag-Along, ROFR, ROFO: Demystifying Key Shareholder Rights

Adefemi George
September 1, 2026

Nigeria’s private capital markets are maturing rapidly, yet the contractual frameworks governing how investors protect their positions, manage co-ownership, and structure exits have not kept pace. Drag-along, tag-along, right of first refusal, and right of first offer provisions now appear routinely across venture capital term sheets, private equity transactions, energy sector joint ventures, and infrastructure concessions - yet they remain among the most negotiated and least understood provisions in Nigerian corporate practice. The result is a persistent gap between the protections parties believe they have agreed and what their documentation will actually deliver when tested.

This article provides a comprehensive legal and transactional analysis of these four rights within the Nigerian corporate framework, anchored in the Companies and Allied Matters Act 2020 and situated within a comparative analysis of UK, Singaporean, and South African practice. It examines the statutory footing that CAMA 2020 has introduced for certain of these rights, dissects the anti-circumvention drafting mechanics that separate an enforceable clause from one that merely appears complete on paper, and addresses the sector-specific overlays that practitioners must integrate when advising on energy and infrastructure joint ventures.

This analysis is designed to equip Nigerian legal practitioners, investors, founders, and in-house counsel with the doctrinal clarity and drafting precision needed to negotiate and enforce these rights with confidence and to close the gap between contractual intention and transactional reality that continues to drive avoidable disputes across Nigeria’s growing investment ecosystem.

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