One of the most common methods of formulating a deadlock settlement clause is to give both owners the right to bid at the other owner`s price. The other is free to accept or refuse this offer and can also make his own offer. Both owners have the right of pre-emption with respect to the acquisition of shares. In the second series of NOS HFW Insights: Navigating Shareholders Agreements, in which we talk about common business issues and transaction issues in terms of mouth, we study the possibilities of overcoming deadlocks – a stressful phase that disrupts business and harms shareholder value without exception. The agreement will also contain rules on copyright, confidentiality and, above all, possible transfer of shares. The advantage of a long shareholder contract is that, contrary to public rules, it can be treated confidentially. One of the biggest challenges shareholders face in any joint venture is decision-making. The inability to reach consensus on key issues will lead to a stalemate that could stop or stop the company`s operations. The corresponding issue in shareholder contracts is to break any blockage between shareholders. Our draft treaty defines a deadlock as follows: “If the parties are unable to reach consensus on issues requiring consensus by a determined majority, in or in other cases they are able to reasonably characterize the situation as “deadlock,” the contracting parties must act as follows.” In order to avoid situations that lead to a dispute, internal negotiations are first under way. Subsequently, an impartial lawyer or third party is summoned. What are the frequently used deadlock mechanisms and what does this mean? There are pros and cons for each of the different deadlock mechanisms, as described above.
Shareholders should think carefully about who should be included in their shareholders` pact and agree in advance, when drafting the shareholders` pact, how to resolve a status quo. Deadlocks don`t just happen in 50:50 joint ventures. Companies in which shareholders hold disproportionate stakes or executive seats often establish agreements in their shareholders in which a majority or unanimous agreement at the shareholder and/or board level is required as a form of minority protection. If agreement cannot be reached on such reservations, it is a dead end.