Russian Roulette Clause Shareholders Agreement

Russian roulette clauses are generally structured as follows: There are many procedures that can be used to solve a Deadlock, which means that there are no two identical deadlock clauses. A deadlock clause or deadlock resolution clause is a contractual clause or a series of clauses contained in a shareholders` pact or any other form of joint venture agreements that determine how to resolve disputes on key corporate governance issues. A well-structured decision of the Rome Court of Justice[1] confirmed that the clauses of Russian-roulette roulette could be included in shareholder agreements as a valid method of resolving the blockages. The table below shows the functionality of the common termination clauses as well as the efficiency requirements. In this context, those who intend to use the exit mechanism of the Russian roulette clause must pay particular attention to determining the value to be attributed to the participation, in order to avoid the subject of such a sale to the disputes and complaints of other shareholders or third parties of interest. Shareholders should not regularly be interested in small, insignificant discrepancies that trigger the counting mechanism, which is often seen as a last resort. There are several variants of the Russian roulette clause: for example, the case of the shareholder of a minority stake, in the event that the company will not be listed on the stock exchange within a specified period of time, or, for members, it may be planned to launch an escalation of increased offers and counter-offers for the purchase of their stakes by activating this clause. until one of the partners renounces other counter-offers and buys another. The clause of Russian roulette provides that in the event of an impasse, one of the partners (or both) may decide on the transfer of the respective stake, which obliges the other partner to choose between two alternatives: if the proverbial “horse has already left the barn” and a dispute between shareholders intensifies, the resolution of the dispute is usually costly and the result uncertain except in the case of a pact of shareholders or other , appropriate provisions.

First of all with regard to terminology: the term “Russian roulette clause” is usual, but not mandatory. Thus the clause was called a “Chinese clause” in the crucial case of the Nuremberg Oberlandesgericht. Nevertheless, the general term “Russian roulette clause” in the case law generally includes clauses that attempt to resolve a shareholder dispute in two-person companies by removing a shareholder according to the basic idea: The decision of the Rome Court of Justice gives us some advice on how to develop an opposable Russian roulette clause taking into account Italian legal principles : normally, we find the above clauses in the action agreements (Italian paracial social pact) , or in the equity-joint venture agreements in which the text of the contract contains the rules that the joint ventures themselves have given themselves to manage the joint venture they have created. The Court objected to Beta`s interpretation and found that the purpose of the Russian roulette clauses (which regard the non-renewal of shareholder agreements as the trigger of the event) (a) was not to intercept shareholders in permanent shareholder agreements, but (b) to preserve the functioning of a company`s decision-making bodies and thus prevent the dissolution of the company.