Reserved Matters List 50:50 Deadlock Company


This is a template for a list of reserved matters for a 50:50 company.


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About this document


In a 50:50 joint venture, reserved matters are specific decisions or actions that require the unanimous approval of both shareholdersThese matters are outlined in a schedule attached to the Shareholders' Agreement and ensure that both parties have equal control over critical aspects of the company's operations and strategic direction. The reserved matters list includes significant decisions such as changes to the company's name, issuance of shares, mergers, acquisitions, and major financial commitments. By requiring unanimous consent, reserved matters help maintain the balance of power between shareholders and prevent unilateral decisions that could affect the company's future.  In the event of a disagreement, the deadlock provisions in the agreement may be triggered, leading to a structured process for resolving the impasse.  Overall, reserved matters serve as a protective measure, fostering collaboration and mutual respect, which are essential for the success of a 50:50 joint venture. 

These matters are critical to ensuring that both shareholders have equal control over significant decisions that affect the joint venture company as they provide for the following:

  1. Protection of Interests: Reserved matters protect the interests of both shareholders by requiring unanimous consent for key decisions. This prevents one shareholder from making unilateral decisions that could adversely affect the other.
  2. Balance of Power: In a 50:50 joint venture, the reserved matters list helps maintain a balance of power between the shareholders. It ensures that both parties must agree on important issues, thus fostering collaboration and mutual respect.
  3. Clarity and Structure: Including a list of reserved matters provides clarity and structure to the decision-making process. It clearly delineates which decisions require joint approval, reducing the potential for disputes and misunderstandings.
  4. Deadlock Resolution: The reserved matters list is integral to the deadlock resolution process. It specifies the decisions that, if not agreed upon, can trigger the deadlock provisions outlined in the shareholders' agreement.
  5. Legal and Contractual Obligations: The reserved matters are part of the legally binding shareholders' agreement.  Ignoring or omitting them could lead to legal complications and undermine the enforceability of the agreement.

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