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. Often, the development of the deadlock provisions will depend to a large extent on what the parties want to reach consensus. In order to avoid disputes over whether or not the firing mechanism is involved, it is advisable to clearly define when there is a dead end and in what impasse a shooting mechanism should engage. This may be the case, for example. B, in the event of a deadlock in the context of an essential, contractually defined, corporate governance issue. In the event of a disagreement, an independent external expert is consulted to review the facts. The expert has the power to impose a solution and make a decision. All shareholders will participate equally in the costs of securing an expert. This clause is most appropriate for factual or technical matters. To determine what deadlock mechanisms are needed in a given shareholder pact, it is important to take into account the structure of the company and the dynamics of the shareholders. Almost all deadlock clauses can be manipulated by a shareholder with much greater financial means than other shareholders.
It is therefore important to take into account, when drawing up a blocking clause, the relative dynamics of power between shareholders. Voting rights are generally based on the holding of shares on a pro-rata basis. In a 100-share company, a shareholder of 50 shares may therefore exceed one of the other two shares, each holding 25 shares. However, the two minority shareholders can find themselves in a deadlock by voting together against the majority. Parties generally take business with ambitions to promote growth opportunities, pool resources and ultimately increase shareholder returns. Cash flow forecasts and business growth charts are often not sufficiently taken into account as to the possibility of future business freezes. In order to avoid or overcome the blockages, clauses have been developed in the practice of the U.S. contract to allow one shareholder to leave the company quickly, provided that the other shareholder takes his stake.