The warring founders of InterGlobe Aviation could have the freedom to sell their shares to any suitor after the shareholders’ agreement (SHA) between them expires in October. InterGlobe is also the company that runs Indi-Go.
The agreement between the shareholders’ Rakesh Gangwal and Rahul Bhatia — which is to remain valid for four years after the company’s initial public offering (IPO) in 2015 — conferred on the founders the right of first refusal (RoFR) for each other’s shares in case one of them wanted to sell. Also, the agreement contains a ‘tag-along’ clause, which stipulates that the other promoter has the right to join any share-sale transaction and sell his stake along with the one who is exiting.
The RoFR and ‘tag-along’ clause are also enshrined in the company’s Articles of Association (AoA). However, the SHA says the provisions of the agreement will ‘expire on the fourth anniversary of the (company’s IPO)’ except the clause that gives Bhatia controlling rights over the airline. This clause will survive in the AoA. Legal experts said the AoA will need to be amended to reflect the expiry of the shareholders’ agreement.