Looking for a bit of feedback on minority shareholders rights during a transaction.
I'm currently negotiating an LOI for a business with a sizable seller noteredacted%). The business is a c-corp with 75% of shares held by the majority shareholder and 25% by a minority shareholder.
I've been exclusively dealing with the majority shareholder and I'm now getting feedback from seller counsel that the minority shareholder may have the ability to block (or at least make the transaction substantially more difficult) on account of the size of seller note. The crux (I think) is that the minority shareholder will ultimately receive a lower price-per-share (PPS) at close, while the majority shareholder will receive a higher PPS due to the incremental cash extracted over time as the seller notes are paid off.
I'm familiar with drag along and tag along provisions but not yet clear to me if either of those exist in current governing docs. So, I'm what I'm trying to better understand is if:
1. If minority shareholder objects, can a majority shareholder still unilaterally jam the current structure through?
2. If not, is there a threshold below which the majority shareholder can effectively drag along the minority shareholder with a unilateral decision? (What seller counsel is suggesting but I'm trying to parse whether this is simply an attempt to lower the seller carry).
(I acknowledge I may not have shared enough – or even know enough myself – to elicit informed replies, but nonetheless wanted to put it to the community for input).