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. Exit clauses in shareholder contracts or by-statutes can be a proven and effective way to resolve blockages, especially in 50/50 joint ventures. The very existence of such a clause in a shareholders` pact or in a statute creates a potential threat that can certainly have a disciplinary effect, since shareholders reconsider their own position on the conflicting position. Whoever activates Russian roulette determines the price that remains fixed. The unilateral determination of the price is compensated by the fact that the supplier does not know whether to buy or sell at the fixed price: the final choice is in fact up to the bidder who has not determined the price. In particular cases, scepters can position themselves on admissibility, for example. B where one of the two shareholders is unable to finance a takeover bid and the mechanism for enforcing the closing procedure, which is detrimental to him, should be avoided as much as possible. However, at the latest with the decision of the Nuremberg Oberlandesgericht of 20 December 2013 – 12 U 49/13, a higher court has confirmed the admissibility in principle of the so-called «Russian roulette» clauses, since these clauses should not, according to the Tribunal, allow the exclusion of a shareholder without objective reason, but above all serve to dissolve arrest blocks that threaten the company`s sustainability. The Court considered each of the following arguments, by which Beta invalidates, in accordance with the principles of Italian corporate law. In this case, the shareholders` pact between two shareholders (`Alfa` and `Beta`), which each owns 50% of the shares in an Italian limited company, was accompanied by a Russian roulette clause structured as follows: in the event of disagreement, an independent external expert is called to deal with 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. The Tribunal also contradicted Beta`s second argument: in other words, as the clauses do, Russian roulette clauses should also consider a floor (minimum purchase price) and that floor should at least correspond to the value of equity determined by the criteria set by law in the event of a shareholder`s withdrawal from a company.