To solve a Deadlock, shareholders follow a procedure defined by the agreement of their shareholders (the Deadlock clause). The theory behind the offer of several options is that an agreement on a small issue (which method of solution to choose) is enough to start discussions on the major problem. For example, if there are several strong personalities, disagreement could be a means of asserting authority over others rather than being a real disagreement on the subject at stake. Instead of thinking about principles, emotions block decision-making. A shareholder (usually the owner with the largest stake) indicates a cash price at which he evaluates his share in the company. The other shareholders will then have to decide whether to buy the shares at that price or to sell all their own shares at that price. 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.

Although The Deadlock clauses may receive all kinds of interesting names, they all run for a party to be required to sell its shares to others so that control changes and the remaining shareholders can vote on the matter. In fact, these are all types of conditional termination clauses. There are pros and cons for each of the different deadlock mechanisms, as described above. Shareholders should think carefully about who should be included in their shareholders` pact and agree in advance, when drafting the shareholders` pact, how to resolve a status quo. 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. This clause gives one of the directors the right to become chairman of the board of directors and, in the event of a deadlock, to vote on specific issues.