Deadlock Resolutions


THis is a template for resolving deadlocks in 50:50 private companies.


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About this document


This template offers four distinct deadlock resolution provisions tailored for 50:50 private companies, addressing both individual and corporate shareholders.  Deadlock provisions are vital in 50:50 companies for several reasons:

  1. Prevent Stalemates: They provide a structured process to resolve disputes when shareholders or directors cannot reach a unanimous decision, preventing operational paralysis. 
  2. Maintain Business Continuity: By offering clear steps to resolve deadlocks, these provisions help ensure that the company can continue to operate smoothly without prolonged interruptions. 
  3. Protect Interests: They safeguard the interests of both shareholders by ensuring that neither party can unilaterally control the decision-making process, promoting fairness. 
  4. Reduce Conflict: Having predefined mechanisms for resolving deadlocks can reduce the potential for personal conflicts and legal battles between shareholders. 
  5. Provide Exit Strategies: They offer clear exit strategies, such as buy-sell procedures or winding up the company, which can be crucial if the deadlock cannot be resolved amicably. 

In brief, the example deadlock resolution provisions are:

Example 1: Defines deadlock as the inability to reach a unanimous decision.  A Deadlock Notice is served, and shareholders meet within 10 business days.  If unresolved in 20 days, an independent expert's binding decision is sought.  Costs are shared equally for the expert. 

Example 2: Similar deadlock definition.  A Deadlock Notice is served, followed by a meeting within 10 business days.  If unresolved in 20 days, a buy-sell procedure is initiated.  An expert determines the fair value if disputed.  Costs are shared equally for the expert. 

Example 3: Deadlock is defined similarly. A Deadlock Notice is issued, and shareholders must agree on arbitration, an umpire, or winding up within 10 days. If no agreement, the company is wound up immediately.  Costs are borne by the company for arbitration. 

Example 4: For corporate shareholders, deadlock occurs if quorum or approval is not achieved. CEOs discuss the issue.  If unresolved in 20 days, a buy-sell procedure is initiated.  If no resolution, either shareholder can terminate the agreement and liquidate the company. 

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Note: This publication does not necessarily deal with every important topic, nor cover every aspect of the topics with which it deals. Templates do not include or provide legal or other advice to users. They are designed to provide a head-start to the development of a commercial agreement and are not the finished article. They require careful reading, analysis and customisation in order to meet the particular needs of the parties to the document. 

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