Stagner, J. | May 29, 2026
The majority owner of a company did not sell its interests to its "Affiliate," as defined by the Company Agreement's drag-along provision. The buyer was owned and controlled exclusively by a different entity, and the seller had no equity interest, no voting authority, no managerial power, and no contractual right to direct the buyer's affairs. The Agreement defines Affiliate status strictly by reference to existing control relationships. Its text is written in present tense, its definition requires actual “possession” of governance power, and its drag-along mechanics apply to a “proposed transfer” before closing. Nothing in the Agreement allows post-closing governance rights to retroactively create affiliate status.