Russian Roulette Clause
As Russian roulette clause , even shotgun clause or shot-out clause called, are the social contract recorded provisions on the readmission of shares with equal participating interests referred.
Regulation content
The content of these clauses is that each part is entitled to offer the other part its stake in the company for purchase, quoting a certain price, and that the recipient of the offer is obliged to immediately sell its stake in the company to the offerer for the same purchase price if this offer is not accepted and cede. The main goal is to avoid deadlocks with 50/50 investments.
With regard to the unpredictability of the outcome, reference is made to Russian roulette .
The advantage of this regulation is that the stalemate between two equal partners in a partnership or corporation can be resolved by these clauses in the event of a partner leaving.
Texas shot-out
The variant of the Texas Shot-Out stipulates that one contractual partner makes an offer to the other. The other now has the option to accept the offer or to increase it. The game goes back and forth until one of the contractual partners no longer accepts an offer.
The advantage here lies with the person who starts. This can force him to act if the other is in need of money.
Sicilian opening
The parties covertly submit their offer to a third party. The highest bidder then pays his price to the other.
Mexican shoot-out
In this particular form of play, both parties indicate a minimum price. The highest bidder is given the right to purchase the other's shares at the lower price.
Example: A and B want to buy each other's shares. A offers € 5000 and B offers € 5001. B receives A's shares for € 5000
Individual evidence
- ^ Harald Schaumburg: International Joint Ventures . Schäffer-Poeschel, 1999, ISBN 978-3-791-01325-1 ( limited preview in the Google book search).
- ↑ Manfred Niewiarra: Corporate Acquisitions. BWV Verlag, 2006, ISBN 978-3-830-51193-9 , p. 105 ( limited preview in Google book search).
- ↑ OLG Nuremberg, judgment of December 20, 2013, Az. 12 U 49/13, full text .
- ↑ LTO: Deadlock Clauses: Gamble or Shoot? - Page 3. Accessed January 24, 2020 .
